TIDMBELL TIDMTMTA
RNS Number : 9196R
Belluscura PLC
31 October 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT
DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN
RELATION TO THE NEW SHARES EXCEPT ON THE BASIS OF THE INFORMATION
IN THE OFFER DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE
COURSE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014
WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMED. ON PUBLICATION OF THIS ANNOUNCEMENT
VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND ANY PERSONS WHO RECEIVED
INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION
OF SUCH INSIDE INFORMATION.
31 October 2023
Belluscura plc
("Belluscura" or the "Company")
Recommended all share offer for TMT Acquisition plc by
Belluscura plc
Further to the announcements of 1.30 p.m. on 3 October 2023 and
7.00 a.m. on 25 October 2023, the directors of Belluscura plc
("Belluscura") and the directors of TMT Acquisition plc ("TMT
Acquisition") are pleased to announce that they have reached
agreement on the terms of a recommended all share offer by
Belluscura for TMT Acquisition to be effected by means of a
takeover offer within the meaning of Part 28 of the Companies Act
2006 (the "Offer").
Under the terms of the Offer, holders of TMT Acquisition Shares
will be entitled to receive:
3 New Belluscura Shares in exchange for every 4 TMT Acquisition
Shares
Based on a closing price of 28.0 pence per Belluscura Share on
30 October 2023 (being the Latest Practicable Date), the Offer will
value each TMT Acquisition Share at approximately 21.0 pence, a
premium of 23.53% to TMT Acquisition's closing share price of 17.0
pence on 2 October 2023 being the closing share price on the date
prior to the announcement of the Potential Offer and a premium of
20.00% to TMT Acquisition's closing share price of 17.5 pence on
the Latest Practicable Date, valuing the entire issued and to be
issued share capital of TMT Acquisition at approximately GBP5.78
million.
Offer highlights
-- An attractive valuation, providing the opportunity for all
TMT Acquisition Shareholders to participate in the significant
future potential upside of the combination through the ownership of
Belluscura Shares with the structure and key terms of the Offer
being attractive for Belluscura Shareholders.
-- In conjunction with the Fundraising, the Offer adds a
significant injection of working capital into Belluscura, enabling
it to capitalise on its burgeoning opportunity in a fast-growing
global market.
-- The Offer enhances Belluscura's ability to leverage its
position as a provider of innovative oxygen enrichment
technology.
Given the introduction and significant pre-launch demand
expressed for Belluscura's DISCOV-R product, building on top of the
continued sales progress of the X-PLOR (as outlined below), the
directors of Belluscura and the directors of TMT Acquisition
believe the Offer has compelling strategic logic which
significantly increases Belluscura's ability to execute on its
burgeoning sales pipeline and strategy, whilst creating
considerable potential value for all shareholders of both TMT
Acquisition and Belluscura.
Commenting on the Offer, Adam Reynolds, Chairman of Belluscura,
said: "I regard the all share offer for TMT Acquisition as highly
compelling as, in combination with Belluscura's recent fundraising,
it provides the funding for Belluscura to execute on its burgeoning
sales pipeline and meet planned growth through to it becoming cash
flow positive, creating considerable value for all stakeholders of
both TMT Acquisition and Belluscura."
Commenting on the Offer, Paul Tuson, the Independent Director of
TMT Acquisition, said: "I am delighted to have agreed terms with
Belluscura which result in TMT Acquisition Shareholders receiving a
premium to the cash value per TMT Acquisition Share. Belluscura has
done well to develop competitive products addressing the needs of a
growing market. I am glad to have helped to give TMT Acquisition
Shareholders the opportunity to participate in the next stage of
its journey. While this is not without its risks, it offers
potential for significant upside."
Background to and reasons for the Offer
Belluscura is a UK medical device company focused on developing
oxygen enrichment technology spanning broad industries and
therapies for global markets.
Belluscura's focus is to use its portable oxygen concentrator
products to improve the quality of life for millions of people
worldwide who suffer from chronic lung diseases, such as the
Chronic Obstructive Pulmonary Disease, respiratory distress caused
by COVID-19, and many other respiratory disorders. The Portable
Oxygen Concentrator Market is predicted(1) to grow at a compound
annual growth rate of 14.0% from $1.63 billion in 2022 to $2.76
billion by 2026.
Together with its research partner, Separation Design Group,
Belluscura has developed a patented portable oxygen concentrator,
the X-PLOR, that can deliver up to 95% pure oxygen to patients 24
hours a day, 7 days a week. The X-PLOR is lightweight and highly
portable, specifically designed to replace metal oxygen tanks and
heavier portable oxygen concentrator devices. The X-PLOR portable
oxygen concentrator has been granted 510(K) clearance from the US
Food and Drug Administration.
In late March 2023, Belluscura unveiled its second portable
oxygen concentrator, the DISCOV-R, at Medtrade, the largest home
health trade show in the US. Weighing approximately 6.5 lbs, the
DISCOV-R generates nearly three times as much oxygen by weight than
other concentrators in its class. The DISCOV-R was awarded a
prestigious Silver in the best new product category at Medtrade.
The full commercial launch of the DISCOV-R is anticipated later
this year.
The DISCOV-R has been met with strong pre-launch demand with
over 125 durable medical equipment providers and internet retailers
already requesting access to this innovative device. The Belluscura
directors believe that amounts to only 2% of the durable equipment
companies in the US. With two litres of continuous flow and eight
levels of pulse dose delivery, Belluscura anticipates the product
being covered by both Centres for Medicare & Medicaid Services
codes E1390 and E1392, stationary and portable concentrator,
respectively. To meet this demand, Belluscura has been focusing
significant resources to bring the DISCOV-R to market as soon as
possible and to increase production and manufacturing capacity in
the US and China where the product will be manufactured.
In August 2023, Belluscura announced it had signed a
distribution agreement with McKesson Medical-Surgical, a division
of McKesson, the ninth largest group by revenue in the US. McKesson
delivers a third of all pharmaceuticals used in North America and
operates the fourth-largest pharmacy chain in North America. The
X-PLOR portable oxygen concentrator will now be available to
McKesson's customers through their online catalogue.
Belluscura also announced that it has received purchase orders
for over 6,500 DISCOV-R portable oxygen concentrators. This
represents approximately $15.0 million of potential revenue to
Belluscura, with initial production of the DISCOV-R expected to
begin by the end of this quarter.
Also in August 2023, Belluscura announced that it has entered
into an Exclusive License, Marketing and Distribution Agreement
with its global manufacturing partner, InnoMax Medical Technology
Ltd ("InnoMax"). InnoMax, headquartered in Shenzhen, China, has
acquired the exclusive right to manufacture and distribute X-PLOR
in China, Hong Kong, Macau and Singapore (together "The
Territories"). In addition to the X-PLOR, the agreement will also
include the DISCOV-R, when registration is received in The
Territories for both devices.
Under the terms of the ten-year agreement with InnoMax (the
"Agreement"), effective from 1 October 2023, Belluscura is to
receive annually increasing minimum cumulative royalties over the
term of the Agreement. In addition to receiving royalties on
licensed products (subject to annually increasing minimum amounts),
Belluscura will receive a share of the net profits on sales of
accessories. The Agreement will be exclusive for a minimum of five
years, though if minimum sales quantities are not achieved,
Belluscura and InnoMax can mutually agree to grant InnoMax a
non-exclusive license for the remainder of the term. Minimum
cumulative royalties over the term of the Agreement will therefore
range from $27.5 million if the license is converted to
non-exclusive from year 6 and up to $55.0 million in cumulative
royalties if the license remains exclusive for the entire term.
Finally, in September 2023 Belluscura announced that it has
received approval from the Hong Kong Department of Health - Medical
Device Division to distribute its X-PLOR portable oxygen
concentrator.
The Offer, together with the funds raised in early October 2023
pursuant to the Fundraising of approximately GBP3.32 million, would
provide the Enlarged Group with approximately GBP8.0 million,
before expenses, of working capital, which the board of Belluscura
believes is sufficient to meet the planned growth through to
Belluscura becoming cash flow positive which it expects to be by
the end of the second quarter of next year.
(1)
www.precedenceresearch.com/portable-oxygen-concentrators-market
Cancellation of trading of TMT Acquisition Shares on the Main
Market of the London Stock Exchange
TMT Acquisition Shares are currently admitted to trading on the
Main Market of the London Stock Exchange (" Main Market "). TMT
Acquisition Shareholders should be aware that once the Offer has
become or been declared unconditional, Belluscura intends to
procure that application will be made to cancel the admission of
the TMT Acquisition Shares to trading on the Main Market and to
cancel their listing on the Official List.
A further announcement confirming the cancellation date will be
made upon the Offer becoming or being declared unconditional,
giving at least 20 business days' notice. Cancellation of admission
to trading on the Main Market would significantly reduce the
liquidity and marketability of all TMT Acquisition Shares not
assented to the Offer at that time.
Belluscura will maintain its quotation on AIM and application
will be made to the London Stock Exchange for New Belluscura Shares
issued pursuant to the Offer to be admitted to trading on AIM.
Enlarged Group Board
On the Offer becoming or being declared wholly unconditional,
and subject to the confirmatory due diligence required by
Belluscura's nominated adviser (as is normal for the proposed
appointment of any director of an AIM company), Jonathan Satchell
and Paul Tuson will join the Belluscura board as Non- Executive
Directors. T he board of Belluscura believes each would make a
positive contribution to Belluscura's board given their experience
and expertise.
Further information on the Proposed Directors is set out below
in paragraph 17 of this Announcement.
Other key information and conditions to the Offer
Subject to the requirements of the Panel in accordance with the
Takeover Code, the Offer is conditional upon, amongst other
matters:
(i) Belluscura receiving valid acceptances in respect of, and/or
having otherwise acquired, TMT Acquisition Shares which constitute
more than 75% of the voting rights relating to the TMT Acquisition
Shares or waiving such condition, subject to receiving acceptances
in respect of over 50% of the voting rights;
(ii) Admission of the New Belluscura Shares to trading on AIM; and
(iii) The waiver of a potential obligation for the Belluscura
Concert Party to make a mandatory cash offer for Belluscura at a
general meeting of Belluscura Shareholders.
The Conditions and other terms of the Offer are set out in
Appendix 1 to this Announcement.
The TMT Acquisition Shares will be acquired by Belluscura with
full title guarantee, fully paid and free from all liens, equitable
interests, charges, encumbrances, rights of pre-emption and any
other third party rights or interests whatsoever and together with
all rights existing at the date of this Announcement or thereafter
attaching thereto, including (without limitation) the right to
receive and retain, in full, all dividends and other distributions
(if any) declared, made or paid or any other return of capital
(whether by way of reduction of share capital or share premium
account or otherwise) made on or after the date of this
Announcement in respect of the TMT Acquisition Shares.
If any dividend or other distribution in respect of the TMT
Acquisition Shares is declared, paid or made on or after the date
of this Announcement, Belluscura reserves the right to reduce the
consideration payable for each TMT Acquisition Share under the
terms of the Offer by the amount per TMT Acquisition Share of such
dividend or distribution although, in such circumstances, TMT
Acquisition Shareholders would be entitled to retain any such
dividend or distribution declared, made or paid.
TMT Acquisition Recommendation
The Independent TMT Acquisition Director considers the terms of
the Offer to be fair and reasonable so far as TMT Acquisition
Shareholders are concerned. The Independent TMT Acquisition
Director intends to recommend that TMT Acquisition Shareholders
accept the Offer, as certain of the TMT Acquisition Directors who
are interested in TMT Acquisition Shares have irrevocably
undertaken to do (or procure to be done) in respect of their own
holdings (and those of their connected parties) of, in aggregate,
3,422,760 TMT Acquisition Shares, representing, in aggregate,
approximately 12.45% of the share capital of TMT Acquisition in
issue as at the Latest Practicable Date. These undertakings will
remain binding in the event of a competing offer being made.
Irrevocable Undertakings
Belluscura has received irrevocable undertakings from certain of
the TMT Acquisition Directors and their connected parties who are
interested in TMT Acquisition Shares to accept or procure
acceptance of the Offer in respect of a total of 3,422,760 TMT
Acquisition Shares, representing, in aggregate, approximately
12.45% of the share capital of TMT Acquisition in issue as at the
date of this announcement. Under the terms of the irrevocable
undertakings these TMT Acquisition Directors have also agreed to
vote in favour of a Scheme should Belluscura implement the Offer by
way of a Scheme. These undertakings will remain binding in the
event of a competing offer being made.
Gresham House Asset Management, Euroblue Investments, Oberon
Investments, Dowgate Wealth and Dowgate Group have irrevocably
undertaken to direct (and to use all reasonable endeavours to
procure that) its nominees, or, where relevant, that each of
themselves accepts the Offer in respect of their own beneficial
holdings totalling 11,210,418 TMT Acquisition Shares respectively,
representing in aggregate approximately 40.77% of TMT Acquisition's
issued share capital as at the Latest Practicable Date. This
irrevocable undertaking is binding save in the event of a higher
offer of not less than a 5% premium to the Offer.
Belluscura has also received a non-binding letter of intent from
Canaccord Genuity Asset Management confirming that it is their
current intention to accept, or procure the acceptance of the
Offer, in respect of a total of 2,250,000 TMT Acquisition Shares in
respect of which they are able to control the exercise of the
voting rights, representing 8.18% of TMT Acquisition's issued share
capital as at the Latest Practicable Date.
In total, therefore, TMT Acquisition Shareholders holding, in
aggregate, 16,883,178 TMT Acquisition Shares (representing
approximately 61.39% of the issued share capital of TMT Acquisition
as at the Latest Practicable Date) have given irrevocable
undertakings and a letter of intent to accept the Offer. A
condition of the Offer will be for Belluscura to receive valid
acceptances in respect of, and/or having otherwise acquired, TMT
Acquisition Shares which constitute more than 75% of the voting
rights relating to the TMT Acquisition Shares, which would be
satisfied by the receipt of valid acceptances of the Offer in
respect of these irrevocable undertakings and the letter of
intent.
Further details of these irrevocable undertakings and the letter
of intent are set out at paragraph 9 and Appendix 3 to this
Announcement.
General
It is intended that the Offer will be implemented by way of a
takeover offer (as defined in Part 28 of the Companies Act 2006),
further details of which are contained in the full text of this
Announcement and which will be set out in the Offer Document.
However, Belluscura reserves the right, with the consent of the
Panel and TMT Acquisition, to implement the Offer by way of a
court-sanctioned scheme of arrangement between TMT Acquisition and
TMT Acquisition Shareholders under Part 26 of the Companies Act
2006.
Appendix 1 to this Announcement sets out the Conditions and
further terms to which the Offer will be subject and to be set out
in the Offer Document. The Offer Document will include full details
of the Offer and the expected timetable, and will specify the
action to be taken by TMT Acquisition Shareholders. The Offer will
lapse if it does not become wholly unconditional by 11.59 p.m. on
the Long Stop Date.
The summary above should be read in conjunction with the full
text of this Announcement and the Appendices.
Appendix 1 contains the conditions and further terms of the
Offer.
Appendix 2 contains the sources and bases of certain information
used in this summary and this Announcement.
Appendix 3 contains details of the irrevocable undertakings and
letter of intent received in relation to the Offer that are
referred to in this Announcement.
Appendix 4 contains definitions of certain terms used in this
summary and this Announcement.
Enquiries:
Belluscura plc via MHP Group
Adam Reynolds
TMT Acquisition plc via focusIR
Harry Hyman
Dowgate Capital Limited - Financial Advisor
and Broker to Belluscura
Russell Cook / Nicholas Chambers +44 (0)20 3903 7715
SPARK Advisory Partners Limited - Nominated
Advisor to Belluscura
Neil Baldwin / Jade Bayat +44 (0)20 3368 3554
Guild Financial Advisory Limited - Financial david.floyd@guildfin.co.uk
Advisor to TMT Acquisition
David Floyd
MHP Group - Financial PR & Investor Relations Belluscura@mhpgroup.com
to Belluscura
Katie Hunt / Matthew Taylor
DWF Law LLP is acting as legal adviser to Belluscura
Reynolds Porter Chamberlain LLP is acting as legal adviser to
TMT Acquisition
IMPORTANT NOTICES
SPARK Advisory Partners, which is authorised and regulated by
the FCA in the UK, is acting as nominated adviser exclusively for
Belluscura and no one else in connection with the Offer and this
Announcement and will not be responsible to anyone other than
Belluscura for providing the protections afforded to clients of
SPARK Advisory Partners or for providing advice in relation to the
Offer the content of this Announcement or any matter referred to
herein.
Dowgate Capital, which is authorised and regulated by the FCA in
the UK, is acting as broker and financial adviser exclusively for
Belluscura and no one else in connection with the Offer and this
Announcement and will not be responsible to anyone other than
Belluscura for providing the protections afforded to clients of
Dowgate Capital or for providing advice in relation to the Offer
the content of this Announcement or any matter referred to
herein.
Guild Financial Advisory, which is authorised and regulated by
the FCA in the UK, is acting as financial adviser and Rule 3
adviser exclusively for TMT Acquisition and no one else in
connection with the Offer and the matters set out in this
Announcement and will not be responsible to any person other than
TMT Acquisition for providing the protections afforded to clients
of Guild Financial Advisory, nor for providing advice in relation
to the Offer , the content of this Announcement or any matter
referred to herein.
Further Information
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer,
invitation or the solicitation of an offer or invitation to
purchase, or otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise nor
shall there be any sale, issuance or transfer of securities of
Belluscura or TMT Acquisition pursuant to the Offer in any
jurisdiction in contravention of applicable laws. The Offer will be
implemented solely pursuant to the terms of the Offer Document (or,
in the event that the Offer is to be implemented by means of a
scheme, the Scheme Document), which will contain the full terms and
conditions of the Offer, including details of how to accept the
Offer. Any decision in respect of, or other response to, the Offer
should be made on the basis of the information contained in the
Offer Document.
Dowgate Capital and Guild Financial Advisory urge TMT
Acquisition Shareholders to read the Offer Document carefully when
it becomes available because it will contain important information
in relation to the Offer, the New Belluscura Shares and the
Enlarged Group. Any action in relation to the Offer or related
matters should be made only on the basis of the information
contained in the Offer Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
directly or indirectly interested in one per cent. or more of any
class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the Offer Period
and, if later, following the announcement in which any securities
exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th Business Day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror
is first identified.
Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the
deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure. Under Rule 8.3(b) of the Takeover Code,
any person who is, or becomes, interested in one per cent. or more
of any class of relevant securities of the offeree company or of
any securities exchange offeror must make a Dealing Disclosure if
the person deals in any relevant securities of the offeree company
or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant dealing. If two or more persons act
together pursuant to an agreement or understanding, whether formal
or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror,
they will be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk , including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44 20
7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Information relating to TMT Acquisition Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by TMT Acquisition Shareholders, persons
with information rights and other relevant persons for the receipt
of communications from TMT Acquisition may be provided to
Belluscura during the Offer Period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c).
Overseas jurisdictions
The attention of TMT Acquisition Shareholders who are citizens
or residents of jurisdictions outside the UK is drawn to paragraph
2 of Part C of Appendix 1 of this Announcement. Further details
(including guidance for US shareholders) will be set out in the
Offer Document.
Cautionary note regarding forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Offer, and other information published by TMT Acquisition and
Belluscura contain certain forward-looking statements, beliefs or
opinions with respect to the financial condition, results of
operations and business of TMT Acquisition and the Belluscura
Group. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current
facts.
Forward-looking statements may often, but not always, be
identified by the use of forward-looking terms such as "may",
"will", "expects", "believes", "hopes", "anticipates", "aims",
"plans", "estimates", "projects", "targets", "intends",
"forecasts", "outlook", "impact", "potential", "confidence",
"improve", "continue", "optimistic", "deliver", "comfortable",
"trend", "seeks" or variations of such words and phrases or
statements that certain actions, events or results "could",
"should", "would" or "might" be taken, occur or be achieved or the
negative of such terms or other variations on such terms or
comparable terminology.
Such statements are qualified in their entirety by the inherent
risks and uncertainties surrounding future expectations. These
statements are based on assumptions and assessments made by TMT
Acquisition and/or Belluscura, as the case may be, in light of
their experience and their perception of historical trends, current
conditions, future developments and other factors that they believe
appropriate. By their nature, forward-looking statements involve
risk and uncertainty, because they relate to events and depend on
circumstances that will occur in the future and the factors that
could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking
statements are unknown.
Although it is believed that the expectations reflected in such
forward-looking statements were reasonable at the time the
statements were made, no assurance is given by TMT Acquisition
and/or Belluscura that such expectations or the assumptions and
assessments underlying them will prove to have been correct and the
circumstances may change. You are, therefore, cautioned not to
place undue reliance on these forward-looking statements. Neither
TMT Acquisition nor Belluscura assumes any obligation, and TMT
Acquisition and Belluscura disclaim any intention or obligation, to
update or correct the information contained in this Announcement
(whether as a result of new information, future events or
otherwise), except as required by applicable law or regulation.
Save as specifically stated in this Announcement, any such
forward-looking statements have not been reviewed by the auditors
of TMT Acquisition or Belluscura or their respective financial
advisers. Such forward-looking statements involve known and unknown
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. There are many
factors which could cause actual results to differ materially from
those expressed or implied in forward-looking statements. Among the
factors that could cause actual results to differ materially from
those described in the forward-looking statements is the
satisfaction of any conditions to the Offer, as well as additional
factors such as changes in global, political, economic, business,
competitive, market and regulatory forces, future exchange and
interest rates, changes in tax rates and future business
combinations or dispositions. Such forward looking statements
should, therefore, be construed in the light of such factors.
Neither TMT Acquisition nor Belluscura, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this Announcement will actually occur.
No Profit Forecasts or Estimates
No statement in this Announcement (including any statement of
estimated synergies) is intended as a profit forecast or estimate
for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share or dividend
per share for Belluscura, TMT Acquisition or the Enlarged Group, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share or dividend per share for Belluscura, TMT
Acquisition or the Enlarged Group, as appropriate.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Rule 2.9
In accordance with Rule 2.9 of the Takeover Code, Belluscura
confirms that, as at the date of this Announcement, it has
137,532,567, ordinary shares of 1 penny each in issue with
International Securities Identification Number (ISIN) GB00BD3B8Z11.
Belluscura also has in issue GBP4,737,000 Convertible Loan Notes 17
February 2026 and GBP2,722,500 Convertible Loan Notes 17 February
2026 convertible into ordinary shares of 1 penny each at 50 pence
and 40 pence respectively. Belluscura does not hold any shares in
treasury.
In accordance with Rule 2.9 of the Takeover Code, TMT
Acquisition confirms that, as at the date of this Announcement, it
has 27,500,000 ordinary shares of 4 pence each in issue with
International Securities Identification Number (ISIN) GB00BN7DKC44.
TMT Acquisition does not hold any shares in treasury.
Publication on website
Pursuant to Rule 26.1 of the Code, a copy of this Announcement
and other documents in connection with the Offer will, subject to
certain restrictions, be available for inspection on Belluscura's
website at www.belluscura.com and by TMT Acquisition on its website
at www.tmtacquisition.com no later than 12 noon (London time) on
the business day following this Announcement. The contents of the
websites referred to in this Announcement are not incorporated
into, and do not form part of, this Announcement.
Requesting hard copy documents
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a copy of this Announcement and any information
incorporated into it by reference to another source in hard copy
form by writing to Tony Dyer at Belluscura plc, 15 Fetter Lane,
London, EC4A 1BW. A person may also request that all future
documents, announcements and information to be sent to that person
in relation to the Offer should be in hard copy form.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT
DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN
RELATION TO THE NEW SHARES EXCEPT ON THE BASIS OF THE INFORMATION
IN THE OFFER DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE
COURSE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014
WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMED. ON PUBLICATION OF THIS ANNOUNCEMENT
VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND ANY PERSONS WHO RECEIVED
INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION
OF SUCH INSIDE INFORMATION.
31 October 2023
Belluscura plc
("Belluscura" or the "Company")
Recommended all share offer for TMT Acquisition plc by
Belluscura plc
1. Introduction
On 31 October 2023 and f urther to the announcements of 1.30
p.m. on 3 October 2023 and 7.00 a.m. on 25 October 2023 , the
directors of Belluscura plc ("Belluscura") and the directors of TMT
Acquisition plc ("TMT Acquisition") are pleased to announce that
they have reached agreement on the terms of a recommended all share
offer by Belluscura for TMT Acquisition to be effected by means of
a takeover offer within the meaning of Part 28 of the Companies Act
2006 (the "Offer").
2. The Offer
Under the Offer, Belluscura will be offering to acquire, subject
to the Conditions and the further terms set out in Appendix 1 to
this Announcement, the entire issued and to be issued share capital
of TMT Acquisition on the following basis:
3 New Belluscura Shares in exchange for every 4 TMT Acquisition
Shares
The New Belluscura Shares will be issued credited as fully paid
and will rank pari passu in all respects with the Belluscura Shares
already in issue, including the right to receive and retain
dividends and other distributions declared, made or paid, including
any dividend that might be recommended by Belluscura in respect of
the year ended 31 December 2022 and future periods (if any),
subject to requisite shareholder approval. Application will be made
to the London Stock Exchange for the New Belluscura Shares to be
admitted to trading on AIM.
Upon the Offer becoming or being declared unconditional in all
respects and assuming Belluscura acquires all the fully diluted
share capital of TMT Acquisition, TMT Acquisition Shareholders will
own approximately 13.04% of the share capital of the Enlarged Group
(based on the existing issued ordinary share capital of Belluscura
and the fully diluted share capital of TMT Acquisition, in each
case as at the Latest Practicable Date).
Based on the Offer Value and the Closing Price per Belluscura
Share of 28.0 pence on the Latest Practicable Date, the Offer will
be equivalent in value to 21.0 pence for each TMT Acquisition Share
and the Offer values the entire issued and to be issued ordinary
share capital of TMT Acquisition at approximately GBP 5.78
million.
The Offer Value represents a premium of approximately:
-- 23.53% to the Closing Price of 17.0 pence per TMT Acquisition
Share on 2 October 2023 (being the latest practicable date prior to
the commencement of the Offer Period);
-- 20.00% to the volume-weighted average price of 17.5 pence per
TMT Acquisition Share for the three months ended 30 October 2023
(being the latest practicable date prior to the commencement of the
Offer Period); and
-- 16.11% to the volume-weighted average price of 18.1 pence per
TMT Acquisition Share for the twelve months ended 30 October 2023
(being the latest practicable date prior to the commencement of the
Offer Period).
The TMT Acquisition Shares will be acquired by Belluscura with
full title guarantee, fully paid and free from all liens, equitable
interests, charges, encumbrances, rights of pre-emption and any
other third party rights or interests whatsoever and together with
all rights existing at the date of this Announcement or thereafter
attaching thereto, including (without limitation) the right to
receive and retain, in full, all dividends and other distributions
(if any) declared, made or paid or any other return of capital
(whether by way of reduction of share capital or share premium
account or otherwise) made on or after the date of this
Announcement in respect of the TMT Acquisition Shares.
Upon the Offer becoming or being declared wholly unconditional,
New Belluscura Shares to be issued and allotted to TMT Acquisition
Shareholders who accept the Offer in accordance with the Offer
Value will be rounded down to the nearest whole number. There will
be no credit for fractional entitlements. Under the terms of the
Offer, Accepting Shareholders will receive 3 New Belluscura Shares
for every 4 TMT Acquisition Shares held. An Accepting Shareholder
will receive such number of New Belluscura Shares as is equal to
such number of TMT Acquisition Shares they hold multiplied by 3/4
and rounded down to the nearest whole number. By way of
illustration, if an Accepting Shareholder holds 1,000 TMT
Acquisition Shares, they will receive 750 New Belluscura Shares
calculated as follows: 1,000 TMT Acquisition Shares multiplied by
3/4 equates to 750 New Belluscura Shares (rounded down to the
nearest whole number).
The Offer will extend to any TMT Acquisition Shares not already
owned, or agreed to be acquired, by Belluscura and which are
unconditionally allotted or issued and fully paid (or credited as
fully paid) on or before Day 60 or, if earlier, the Unconditional
Date.
Conditions to the Offer
The Offer will be conditional upon, amongst other matters:
(i) Belluscura receiving valid acceptances in respect of, and/or
having otherwise acquired, TMT Acquisition Shares which constitute
more than 75% of the voting rights relating to the TMT Acquisition
Shares or waiving such condition, subject to receiving acceptances
in respect of over 50% of the voting rights;
(ii) Admission of the New Belluscura Shares to trading on AIM; and
(iii) The waiver of a potential obligation for the Belluscura
Concert Party to make a mandatory cash offer for Belluscura at a
general meeting of Belluscura Shareholders.
The Offer will lapse if these conditions are not satisfied or,
if capable of waiver, waived.
Twenty Belluscura Shareholders who acquired their Belluscura
Shares when Belluscura was a private company, prior to the
admission of the Company's shares to trading on AIM, are deemed to
be acting in concert with each other (being the Belluscura Concert
Party referred to in (iii) above). The combined shareholding of the
Belluscura Concert Party, which includes Dowgate Capital Ltd, is
currently 38,335,300 Belluscura Shares representing 27.88 per cent.
of its issued ordinary share capital. Five of the members of the
Belluscura Concert Party also hold TMT Acquisition Shares.
In addition, certain others such as the Belluscura Employee
Benefit Trust may also be deemed to be part of the Belluscura
Concert Party.
Depending on the level of acceptances of the Offer by other
Shareholders, the Belluscura Concert Party in accepting the Offer
in respect of their shareholdings in TMT Acquisition could cause
its percentage holding in Belluscura to increase, which would
trigger a Takeover Code requirement for the Belluscura Concert
Party to make a cash offer for all the Belluscura Shares it does
not already own unless the obligation to do so is waived by
independent Belluscura Shareholders with the consent of the
Takeover Panel. Accordingly, the Offer is conditional on such
waiver being approved at a meeting of Belluscura Shareholders. A
circular to giving notice of a general meeting to consider and
approve the waiver will be posted to Belluscura Shareholders not
later than the date of posting of the Offer Document.
The conditions to the Offer are set out in full in Appendix 1 of
this Announcement, including details of the basis on which such
conditions may be waived.
3. Background to and reasons for the Offer
Belluscura is a UK medical device company focused on developing
oxygen enrichment technology spanning broad industries and
therapies for global markets.
Belluscura's focus is to use its portable oxygen concentrator
products to improve the quality of life for millions of people
worldwide who suffer from chronic lung diseases, such as the
Chronic Obstructive Pulmonary Disease, respiratory distress caused
by COVID-19, and many other respiratory disorders. The Portable
Oxygen Concentrator Market is predicted(1) to grow at a compound
annual growth rate of 14.0% from $1.63 billion in 2022 to $2.76
billion by 2026.
Together with its research partner, Separation Design Group,
Belluscura has developed a patented portable oxygen concentrator,
the X-PLOR, that can deliver up to 95% pure oxygen to patients 24
hours a day, 7 days a week. The X-PLOR is lightweight and highly
portable, specifically designed to replace metal oxygen tanks and
heavier portable oxygen concentrator devices. The X-PLOR portable
oxygen concentrator has been granted 510(K) clearance from the US
Food and Drug Administration.
In late March 2023, Belluscura unveiled its second portable
oxygen concentrator, the DISCOV-R, at Medtrade, the largest home
health trade show in the US. Weighing approximately 6.5 lbs, the
DISCOV-R generates nearly three times as much oxygen by weight than
other concentrators in its class. The DISCOV-R was awarded a
prestigious Silver in the best new product category at Medtrade.
The full commercial launch of the DISCOV-R is anticipated later
this year.
The DISCOV-R has been met with strong pre-launch demand with
over 125 durable medical equipment providers and internet retailers
already requesting access to this innovative device. The Belluscura
directors believe that amounts to only 2% of the durable equipment
companies in the US. With two litres of continuous flow and eight
levels of pulse dose delivery, Belluscura anticipates the product
being covered by both Centres for Medicare & Medicaid Services
codes E1390 and E1392, stationary and portable concentrator,
respectively. To meet this demand, Belluscura has been focusing
significant resources to bring the DISCOV-R to market as soon as
possible and to increase production and manufacturing capacity in
the US and China where the product will be manufactured.
In August 2023, Belluscura announced it had signed a
distribution agreement with McKesson Medical-Surgical, a division
of McKesson, the ninth largest group by revenue in the US. McKesson
delivers a third of all pharmaceuticals used in North America and
operates the fourth-largest pharmacy chain in North America. The
X-PLOR portable oxygen concentrator will now be available to
McKesson's customers through their online catalogue.
Belluscura also announced that it has received purchase orders
for over 6,500 DISCOV-R portable oxygen concentrator. This
represents approximately $15.0 million of potential revenue to
Belluscura, with initial production of the DISCOV-R expected to
begin by the end of this quarter.
Also in August 2023, Belluscura announced that it has entered
into an Exclusive License, Marketing and Distribution Agreement
with its global manufacturing partner, InnoMax Medical Technology
Ltd ("InnoMax"). InnoMax, headquartered in Shenzhen, China, has
acquired the exclusive right to manufacture and distribute X-PLOR
in China, Hong Kong, Macau and Singapore (together "The
Territories"). In addition to the X-PLOR, the agreement will also
include the DISCOV-R, when registration is received in The
Territories for both devices.
Under the terms of the ten-year agreement with InnoMax (the
"Agreement"), effective from 1 October 2023, Belluscura is to
receive annually increasing minimum cumulative royalties over the
term of the agreement. In addition to receiving royalties on
licensed products (subject to annually increasing minimum amounts),
Belluscura will receive a share of the net profits on sales of
accessories. The Agreement will be exclusive for a minimum of five
years, though if minimum sales quantities are not achieved,
Belluscura and InnoMax can mutually agree to grant InnoMax a
non-exclusive license for the remainder of the term. Minimum
cumulative royalties over the term of the Agreement will therefore
range from $27.5 million if the license is converted to
non-exclusive from year 6 and up to $55.0 million in cumulative
royalties if the license remains exclusive for the entire term.
Finally, in September 2023 Belluscura announced that it has
received approval from the Hong Kong Department of Health - Medical
Device Division to distribute its X-PLOR portable oxygen
concentrator.
Consequently, the Offer, together with the funds raised in early
October 2023 pursuant to the Fundraising of approximately GBP3.32
million, would provide the Enlarged Group with approximately GBP8.0
million, before expenses, of working capital, sufficient to meet
the planned growth through to Belluscura becoming cash flow
positive which the board of Belluscura expect to be by the end of
the second quarter of next year.
(1)
www.precedenceresearch.com/portable-oxygen-concentrators-market
4. Background to and reasons for the Independent TMT Acquisition Director recommending the Offer
As all of the TMT Acquisition Directors other than Paul Tuson
hold shares in Belluscura, the TMT Acquisition Directors have
appointed Paul Tuson to act as the Independent TMT Acquisition
Director to consider the Offer. The TMT Acquisition Directors
consider that the proposed appointment of Paul Tuson to the board
of TMT Acquisition should the Offer become or be declared
unconditional will not impact on his independent judgement or his
ability to act as the Independent TMT Acquisition Director.
TMT Acquisition is a cash shell that was admitted to the
standard segment and to trading on the Main Market of the London
Stock Exchange on 11 October 2021. The Independent TMT Acquisition
Director believes that the acquisition, by way of the Offer, if the
Offer becomes or is declared wholly unconditional, would deliver
several benefits to TMT Acquisition Shareholders including:
-- Offer structure - the Offer gives TMT Acquisition
Shareholders flexibility. TMT Acquisition Shareholders are being
offered shares in Belluscura enabling them to continue to benefit
from being shareholders in the Enlarged Group as it pursues its
growth opportunities over the coming years or, should they so wish,
to realise their investment by selling their shares in the
market.
-- Enhanced management team - the Enlarged Group would benefit
from the extensive experience of the combined management teams,
with Jonathan Satchell and Paul Tuson joining the board of
Belluscura upon completion of the Offer.
While recognising the benefits as outlined above for the
Enlarged Group and that Belluscura's prospects for achieving
positive cash flows and growing profitability are attractive, TMT
Acquisition Shareholders should be aware that there are risks to
consider. In particular, Belluscura is a small company competing
with larger and already established participants in the oxygen
concentrator market. There can be no guarantee that Belluscura will
achieve profitability and, if it does, it may take longer than
anticipated, potentially leading to a need for further capital.
The Independent TMT Acquisition Director believes that the
product initiatives over the past year greatly enhance Belluscura's
offering, the strategic case is credible and the financial
rationale for combining Belluscura's business with TMT
Acquisition's cash resources to deliver the Enlarged Group's
strategy is sound. Notwithstanding the risks as outlined above, the
share for share offer enables TMT Acquisition Shareholders to
participate in the potential value creation of the Enlarged Group
and benefit from future shareholder returns.
The Independent TMT Acquisition Director believes that the terms
of the Offer fairly reflect both TMT Acquisition's and Belluscura's
respective standalone values and provide for appropriate shares of
their combined prospects. TMT Acquisition Shareholders will have
ongoing representation within the board of the Enlarged Group with
Jonathan Satchell and Paul Tuson joining the Belluscura Board as
Non-Executive Directors.
The recommendation to accept the Offer is based on its value
(which fluctuates with the Belluscura Share price) and a balanced
view of Belluscura's prospects and risk profile. It is for each
individual TMT Acquisition Shareholder who receives Belluscura
Shares under the Offer to consider, with advice from their own
financial adviser, the level of risk to accept in their investment
portfolio and the extent to which they wish to retain Belluscura
Shares in the future.
5. Recommendation
The Independent TMT Acquisition Director, who has been so
advised by Guild Financial Advisory as to the nancial terms of the
Offer, considers the terms of the Offer to be fair and reasonable
so far as TMT Acquisition Shareholders are concerned. In providing
its advice to the Independent TMT Acquisition Director, Guild
Financial Advisory has taken into account the commercial
assessments of the Independent TMT Acquisition Director. Guild
Financial Advisory is providing independent nancial advice to the
Independent TMT Acquisition Director for the purpose of Rule 3 of
the Code.
Accordingly, the Independent TMT Acquisition Director intends to
recommend that TMT Acquisition Shareholders accept the Offer, as
all the TMT Acquisition Directors who are interested in TMT
Acquisition Shares have irrevocably undertaken to do (or procure to
be done) in respect of their own holdings (and those of their
family members and trusts) of, in aggregate, 3,422,760 TMT
Acquisition Shares, representing, approximately 12.45% of the share
capital of TMT Acquisition in issue as at the date of this
Announcement.
6. Information relating to Belluscura
Belluscura is a public limited company incorporated in England
and Wales whose shares are admitted to the AIM market of the London
Stock Exchange.
Belluscura is a UK medical device company focused on developing
oxygen enrichment technology spanning broad industries and
therapies for global markets.
The Belluscura Group employs 24 people across two locations in
the UK and US.
Belluscura had, as at the Latest Practicable Date, a market
capitalisation of approximately GBP38.51 million. In the year ended
31 December 2022, Belluscura generated turnover of $1.54 million
(2021: $0.42 million) and achieved an adjusted EBITDA loss of $6.20
million (2021: $4.18 million), inventory of $10.77 million (2021:
$1.18 million), and cash of $2.04 million.
In its unaudited interim results for the six months ended 30
June 2023 which it announced on 13 September 2023, Belluscura
reported revenue of $0.40 million, an adjusted EBITDA loss of $2.90
million, inventory of $8.80 million and cash of $3.80 million.
Current trading
Trading since the period end remains in line with expectations
for the full year.
7. Information relating to TMT Acquisition
TMT Acquisition is a cash shell that was admitted to the
standard segment and to trading on the Main Market of the London
Stock Exchange on 11 October 2021. For the year ended 31 March
2023, TMT Acquisition's audited accounts recorded net assets of
GBP4,717,188 and made a loss before tax of GBP60,087 for the year.
As at 30 September 2023, TMT Acquisition had unaudited cash of
GBP4,735,575.
8. TMT Acquisition's management, employees and locations
Following completion of the Offer, TMT Acquisition will become a
subsidiary of Belluscura and a number of TMT Acquisition's public
company costs will cease.
Upon the Offer becoming or being declared unconditional, and
subject to the confirmatory due diligence required by Belluscura's
nominated adviser (as is normal for the proposed appointment of any
director of an AIM company), Jonathan Satchell and Paul Tuson will
join the board of Belluscura as Non-Executive Directors, as the
board of Belluscura believe each would make a positive contribution
to Belluscura's board given their experience and expertise. Upon
the Offer becoming or being declared unconditional Harry Hyman will
stand down as a director of TMT Acquisition and James Serjeant will
stand down as director and secretary of TMT Acquisition.
Subject to the Offer becoming unconditional, it is Belluscura's
intention to procure that TMT Acquisition's cash is lent or
otherwise transferred to Belluscura to be used as working capital
for the Enlarged Group. Apart from approximately GBP4.7 million in
cash, TMT Acquisition has no business, assets, research and
development function, operations, head office function, business
premises, employees or pension scheme. Belluscura has no current
plans to change the location of TMT Acquisition's registered
office.
9. Irrevocable undertakings
Belluscura has received irrevocable undertakings from certain of
the TMT Acquisition Directors and their connected parties who are
interested in TMT Acquisition Shares to accept or procure
acceptance of the Offer in respect of a total of 3,422,760 TMT
Acquisition Shares, representing, in aggregate, approximately
12.45% of the share capital of TMT Acquisition in issue as at the
date of this Announcement. Under the terms of the irrevocable
undertakings these TMT Acquisition Directors have also agreed to
vote in favour of the Scheme should Belluscura implement the Offer
by way of a Scheme. These undertakings will remain binding in the
event of a competing offer being made.
In addition, Belluscura has received an irrevocable undertaking
to accept or procure acceptance of the Offer (or, if the Offer is
implemented by way of a Scheme to vote, or procure the vote, in
favour of the Scheme at the Court meeting and the resolutions at
the general meeting) from Gresham House Asset Management, Euroblue
Investments, Oberon Investments, Dowgate Wealth and Dowgate Group
in respect of 11,210,418 TMT Acquisition Shares respectively ,
representing approximately 40.77% of the issued ordinary share
capital of TMT Acquisition as at the date of this Announcement.
These undertakings will remain binding in the event of a competing
offer being made unless the value of such competing offer is an
improvement of not less than 5% of the value of the consideration
under the Offer and is not matched or bettered by Belluscura (where
such competing offer has been announced as a firm intention to make
an offer in accordance with Rule 2.7 of the Code) or if the Offer
Document is not published within 28 days of the date of this
Announcement or the Offer lapses or is otherwise withdrawn.
Belluscura has also received a non-binding letter of intent from
Canaccord Genuity Asset Management confirming that it is their
current intention to accept, or procure the acceptance of the
Offer, in respect of a total of 2,250,000 TMT Acquisition Shares in
respect of which they are able to control the exercise of the
voting rights, representing 8.18% of TMT Acquisition's issued share
capital as at the Latest Practicable Date.
Therefore, in aggregate, Belluscura has received irrevocable
undertakings and a letter of intent to accept or procure acceptance
of the Offer in respect of a total of 16,883,178 TMT Acquisition
Shares, representing, in aggregate, approximately 61.39% of the
share capital of TMT Acquisition in issue as at the date of this
Announcement. A condition of the Offer will be for Belluscura to
receive valid acceptances in respect of, and/or having otherwise
acquired, TMT Acquisition Shares which constitute more than 75% of
the voting rights relating to the TMT Acquisition Shares, which
would be satisfied by the receipt of valid acceptances of the Offer
in respect of these irrevocable undertakings and the letter of
intent.
Further details of these irrevocable undertakings and the letter
of intent are set out in Appendix 3 to this Announcement.
10. Issue and Admission of New Belluscura Shares
The New Belluscura Shares will be issued in registered form and
will be capable of being held in certificated and uncertificated
form.
Following the Offer becoming or being declared wholly
unconditional, the New Belluscura Shares will be issued as fully
paid and will rank equally in all respects with the Belluscura
Shares in issue at the time the New Belluscura Shares are issued
pursuant to the Offer, including in relation to the right to
receive notice of, and to attend and vote at, general meetings of
Belluscura, and the right to receive and retain any dividends
and/or other distributions declared, made or paid, or any other
return of capital (whether by reduction of share capital or share
premium account or otherwise) made, by Belluscura respect of the
Belluscura Shares with a record date falling after the Offer
becoming or being declared wholly unconditional and to participate
in the assets of Belluscura upon a winding-up of Belluscura.
Belluscura has sufficient authority to allot the New Belluscura
Shares under the Companies Act 2006 pursuant to an ordinary
resolution passed on 14 September 2023.
Irrespective of the date on which the Offer becomes or is
declared wholly unconditional falls, TMT Acquisition Shareholders
will not be entitled to receive any dividend declared, made or paid
by Belluscura for the benefit of the Belluscura Shareholders by
reference to a record date falling on or before the date on which
the Offer becomes or is declared wholly unconditional.
Application will be made to the London Stock Exchange for the
New Belluscura Shares to be admitted to trading on AIM. It is
expected that Admission will become effective and that dealings for
normal settlement in respect of the New Belluscura Shares issued to
Accepting Shareholders who submit valid acceptances on or before
the date the Offer becomes or is declared wholly unconditional,
will commence on AIM within 14 days of such a date. It is expected
that Admission will become effective and that dealings for normal
settlement in respect of the New Belluscura Shares issued to
Accepting Shareholders who submit valid acceptances after the date
the Offer becomes or is declared wholly unconditional will commence
on AIM within 14 days of submitting such acceptance.
No application has been made or is currently intended to be made
by Belluscura for the New Belluscura Shares to be admitted to
listing or trading on any other exchange.
11. Compulsory acquisition, cancellation of trading of TMT
Acquisition Shares on the Main Market and re-registration
If Belluscura receives acceptances under the Offer in respect
of, and/or otherwise acquires, both 90% or more in value of the TMT
Acquisition Shares to which the Offer relates (as de ned in the
Companies Act 2006) and 90% or more of the voting rights carried by
those shares, and assuming that all of the other conditions of the
Offer have been satis ed or waived (if capable of being waived),
Belluscura intends to exercise its rights in accordance with
sections 974 to 991 of the Companies Act 2006 to acquire
compulsorily the remaining TMT Acquisition Shares on the same terms
as the Offer.
Following the Offer becoming or being declared unconditional,
Belluscura intends to procure that that application will be made to
cancel the admission of the TMT Acquisition Shares to trading on
the Main Market and to cancel their listing on the Official List,
and to re-register TMT Acquisition as a private limited company
under the relevant provisions of the Companies Act 2006. A further
announcement confirming the cancellation date will be made upon the
Offer becoming or being declared unconditional, giving at least 20
business days' notice.
Cancellation of admission to trading on the Main Market of the
TMT Acquisition Shares and the re-registration of TMT Acquisition
as a private limited company would signi cantly reduce the
liquidity and marketability of any TMT Acquisition Shares in
respect of which the Offer has not been accepted at that time, and
TMT Acquisition's reporting and disclosure requirements will be
signi cantly reduced. Any remaining TMT Acquisition Shareholders
would become minority shareholders in a majority controlled private
limited company and may, therefore, be unable to sell their TMT
Acquisition Shares. There can be no certainty that TMT Acquisition
would pay any dividends or other distributions or that such
minority TMT Acquisition Shareholders would again be offered an
opportunity to sell their TMT Acquisition Shares on terms which are
equivalent to, or no less advantageous than, those under the
Offer.
12. Offer-related arrangements
Belluscura and TMT Acquisition have entered into a mutual
non-disclosure agreement dated 29 September 2023 pursuant to which
each of Belluscura and TMT Acquisition has undertaken, among other
things, to: (a) keep certain information relating to the Offer and
the other party confidential and not to disclose it to third
parties (other than to permitted parties) unless required by law or
regulation; and (b) use the confidential information for the sole
purpose of evaluating, negotiating, advising on or implementing the
Offer.
The confidentiality agreement contains standstill provisions
which restrict Belluscura and TMT Acquisition from acquiring or
seeking to acquire interests in the securities of the other party
with those restrictions ceasing to apply upon the release of this
announcement.
These confidentiality obligations remain in force until 29
September 2026.
Belluscura has agreed that, in the event that Belluscura
withdraws or terminates discussions with regard to the Offer or
proposes to materially reduce the Offer Value (a reduction of 5% or
more being material for this purpose) Belluscura shall, subject to
certain limited exceptions, no later than 5 business days from the
date of written notice from TMT Acquisition to Belluscura, pay the
sum of GBP100,000 in cash to TMT Acquisition.
13. Belluscura Concert Party
The following Belluscura Shareholders have been deemed by the
Panel to be concert parties for the purposes of the Takeover Code
("Belluscura Concert Party"). The members of the Belluscura Concert
Party have long-standing business interests in common.
Name Belluscura Shares Convertible Loan Convertible Loan
Note 17 February Note 17 February
2026 (50p) 2026 (40p)
Number % Number % Number %
----------- ------ ----------- ------ ---------- -------
Nigel Wray & Family
Trusts 15,121,079 10.99% 500,000 10.55% 100,000 3.67%
----------- ------ ----------- ------ ---------- -------
David & Vivienne
Poutney 14,255,731 10.36% 500,000 10.55% - 0.00%
----------- ------ ----------- ------ ---------- -------
Stephen Hemsley 3,070,664 2.23% - 0.00% - 0.00%
----------- ------ ----------- ------ ---------- -------
Lorna Tilbian 1,223,750 0.88% - 0.00% - 0.00%
----------- ------ ----------- ------ ---------- -------
Dowgate Capital
Limited(1) 1,230,000 0.89% - 0.00% - 0.00%
----------- ------ ----------- ------ ---------- -------
Nambod Business
Limited(2) 1,111,000 0.80% - 0.00% - 0.00%
----------- ------ ----------- ------ ---------- -------
James Serjeant(3) 445,413 0.32% 25,000 0.52% - 0.00%
----------- ------ ----------- ------ ---------- -------
Richard Hall 400,000 0.29% - 0.00% - 0.00%
----------- ------ ----------- ------ ---------- -------
Stuart Parkinson 389,998 0.28% 125,000 2.63% 25,000 0.91%
----------- ------ ----------- ------ ---------- -------
David Lis & Spouse 240,177 0.17% - 0.00% - 0.00%
----------- ------ ----------- ------ ---------- -------
Madeline Poutney 236,274 0.17% - 0.00% - 0.00%
----------- ------ ----------- ------ ---------- -------
Simon Carter & family 164,607 0.11% 10,000 0.21% - 0.00%
----------- ------ ----------- ------ ---------- -------
Alice Poutney &
Spouse 145,444 0.10% - 0.00% - 0.00%
----------- ------ ----------- ------ ---------- -------
Julia Choudhury 119,400 0.08% - 0.00% - 0.00%
----------- ------ ----------- ------ ---------- -------
Stephen Norcross 99,999 0.07% - 0.00% - 0.00%
----------- ------ ----------- ------ ---------- -------
Russell Dobbs 43,222 0.03% - 0.00% - 0.00%
----------- ------ ----------- ------ ---------- -------
Paul Richards 36,444 0.02% - 0.00% - 0.00%
----------- ------ ----------- ------ ---------- -------
Neil Badger 22,098 0.01% - 0.00% - 0.00%
----------- ------ ----------- ------ ---------- -------
38,355,300 27.88% 1,160,000 24.48% 125,000 4.59%
----------- ------ ----------- ------ ---------- -------
(1) Includes Belluscura Shares beneficially owned by Dowgate
Group Limited
(2) Mr Nigel Wray was the settlor of Nambod Business Limited,
for which Wintrust Asia Pacific Pte Ltd is the Trustee, the
Beneficiaries being certain charitable entities
(3) Total holdings of James Serjeant and close family members
(of which 186,664 Belluscura Shares are non-beneficial interests
held by close relatives) are included in this disclosure because,
although he is a director of TMT Acquisition, he is also a member
of the concert party established at the time of the Belluscura
admission to trading on AIM in 2021
14. Disclosure of interests
As at the close of business on 30 October 2023, being the Latest
Practicable Date, and except as set out below, neither Belluscura,
nor any of the Belluscura Directors, nor, so far as Belluscura is
aware, no person acting in concert (within the meaning of the
Takeover Code) with Belluscura has:
a) any interest in, or right to subscribe for, any TMT
Acquisition Shares nor does any such person have any short position
in TMT Acquisition Shares (whether conditional or absolute and
whether in the money or otherwise), including any short position
under a derivative, any agreement to sell, any delivery obligation
or right to require another person to purchase or take delivery of
TMT Acquisition Shares;
b) borrowed or lent any TMT Acquisition Shares or entered into
any financial collateral arrangements relating to TMT Acquisition
Shares; or
c) any dealing arrangement, including any indemnity or option
arrangement and any agreement or understanding, formal or informal,
of whatever nature relating to TMT Acquisition Shares which may be
an inducement to deal or refrain from dealing.
As at the close of business on 30 October 2023, being the Latest
Practicable Date, the following Belluscura Directors and persons
acting in concert (within the meaning of the Takeover Code) with
Belluscura have an interest in TMT Acquisition Shares:
Name TMT Acquisition Shares
Number %
-------------- --------
Nigel Wray & Family Trusts 2,700,000 9.81%
-------------- --------
Stephen Hemsley 585,005 2.12%
-------------- --------
Dowgate Capital Limited(1) 625,000 2.27%
-------------- --------
Richard Hall 46,800 0.17%
-------------- --------
James Serjeant 867,760 3.15%
-------------- --------
Jonathan Serjeant - 0.00%
-------------- --------
4,824,565 17.54%
-------------- --------
(1) Includes TMT Acquisition Shares beneficially owned by
Dowgate Group Limited
As at the close of business on 30 October 2023, being the Latest
Practicable Date, the following TMT Acquisition Directors and
persons acting in concert (within the meaning of the Takeover Code)
with TMT Acquisition have an interest in Belluscura Shares:
Name Belluscura Shares
Number %
----------- ------
Harry Hyman (1) 552,346 0.40%
----------- ------
James Serjeant(2) 445,413 0.32%
----------- ------
Jonathan Satchell 106,900 0.07%
----------- ------
1,104,659 0.80%
----------- ------
(1) Total holdings of Harry Hyman and close family
members/partner (of which 31,021 Belluscura Shares are
non-beneficial interests held by close relatives/partner)
(2) Total holdings of James Serjeant and close family members
(of which 186,664 Belluscura Shares are non-beneficial interests
held by close relatives) are included in this disclosure because he
is a director of TMT Acquisition and is deemed to be acting in
concert with it in relation to the Offer; however, due to his close
connection with Dowgate Capital Limited (Financial Adviser to
Belluscura), he is deemed to be acting in concert with
Belluscura
15. Documents available for inspection
Copies of the following documents will, by no later than 12 noon
on 1 November 2023, be published on Belluscura's website at
www.belluscura.com and on TMT Acquisition's website at
www.tmtacquisition.com.
a) this Announcement;
b) the irrevocable undertakings and letter of intent referred to
in paragraph 9 above and listed in Appendix 3 to this
Announcement;
c) the Non-Disclosure Agreement referred to in paragraph 12 above; and
d) the break fee agreement described in paragraph 12 above.
16. Further information / Terms and conditions
It is intended that the Offer will be implemented by way of a
takeover offer (as defined in Part 28 of the Companies Act 2006),
further details of which are contained in the full text of this
Announcement and which will be set out in the Offer Document.
However, Belluscura reserves the right, with the consent of the
Panel and TMT Acquisition, to implement the Offer by way of a
court-sanctioned scheme of arrangement between TMT Acquisition and
TMT Acquisition Shareholders under Part 26 of the Companies Act
2006.
Appendix 1 to this Announcement sets out the Conditions and
further terms to which the Offer will be subject and to be set out
in the Offer Document. The Offer Document will include full details
of the Offer and the expected timetable, and will specify the
action to be taken by TMT Acquisition Shareholders.
The Offer will lapse if it does not become wholly unconditional
by 11.59 p.m. on the Long Stop Date.
17. Further information on the Proposed Belluscura Directors
On the Offer becoming or being declared wholly unconditional,
and subject to the confirmatory due diligence required by
Belluscura's nominated adviser (as is normal for the proposed
appointment of any director of an AIM company), Jonathan Satchell
and Paul Tuson will join the Belluscura board as Non-Executive
Directors. Further information on the Proposed Directors is set out
below:
Paul Tuson
Pursuant to Rule 17 and Schedule Two Paragraph (g) of the AIM
Rules for Companies, Paul Adam Edward Tuson, aged 56, is, or has
during the last five years, been a director or partner of the
following companies and partnerships:
Current Directorships and Partnerships Past Directorships and Partnerships
TMT Acquisition plc Harwood Wealth Management plc
(now Argentis Group Limited)
Mobile Payments Limited Rutherford Health plc
Zaura Limited
Box Business Solutions Limited
NUSCH.ME Telecom Limited
LGG Bid Limited
Live Guru Limited
Paul Tuson was appointed as a director of NUSCH.ME Telecom
Limited on 13 March 2015. NUSCH.ME Telecom Limited, of which Paul
Tuson was a director of at the time, was dissolved via compulsory
strike-off action in October 2020. There were no creditor
shortfalls.
Jonathan Satchell
Pursuant to Rule 17 and Schedule Two Paragraph (g) of the AIM
Rules for Companies, Jonathan David Satchell, aged 57, is, or has
during the last five years, been a director or partner of the
following companies and partnerships:
Current Directorships and Partnerships Past Directorships and Partnerships
Learning Technologies Group plc Peoplefluent Limited
Razzo Racing Limited NetDimensions UK Limited
Peopleclick Limited The People Development Team Limited
Zappar (Holding) Limited
Zappar Limited
TMT Acquisition plc
IMPORTANT NOTICES
SPARK Advisory Partners, which is authorised and regulated by
the FCA in the UK, is acting as nominated adviser exclusively for
Belluscura and no one else in connection with the Offer and this
Announcement and will not be responsible to anyone other than
Belluscura for providing the protections afforded to clients of
SPARK Advisory Partners or for providing advice in relation to the
Offer the content of this Announcement or any matter referred to
herein.
Dowgate Capital, which is authorised and regulated by the FCA in
the UK, is acting as broker and financial adviser exclusively for
Belluscura and no one else in connection with the Offer and this
Announcement and will not be responsible to anyone other than
Belluscura for providing the protections afforded to clients of
Dowgate Capital or for providing advice in relation to the Offer
the content of this Announcement or any matter referred to
herein.
Guild Financial Advisory, which is authorised and regulated by
the FCA in the UK, is acting as financial adviser and Rule 3
adviser exclusively for TMT Acquisition and no one else in
connection with the Offer and the matters set out in this
Announcement and will not be responsible to any person other than
TMT Acquisition for providing the protections afforded to clients
of Guild Financial Advisory, nor for providing advice in relation
to the Offer , the content of this Announcement or any matter
referred to herein.
Further Information
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer,
invitation or the solicitation of an offer or invitation to
purchase, or otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise nor
shall there be any sale, issuance or transfer of securities of
Belluscura or TMT Acquisition pursuant to the Offer in any
jurisdiction in contravention of applicable laws. The Offer will be
implemented solely pursuant to the terms of the Offer Document (or,
in the event that the Offer is to be implemented by means of a
scheme, the Scheme Document), which will contain the full terms and
conditions of the Offer, including details of how to accept the
Offer. Any decision in respect of, or other response to, the Offer
should be made on the basis of the information contained in the
Offer Document.
Dowgate Capital and Guild Financial Advisory urge TMT
Acquisition Shareholders to read the Offer Document carefully when
it becomes available because it will contain important information
in relation to the Offer, the New Belluscura Shares and the
Enlarged Group and to take appropriate advice. Any action in
relation to the Offer or related matters should be made only on the
basis of the information contained in the Offer Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the Offer Period and, if later, following the
announcement in which any securities exchange offeror is first
identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th Business Day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror
is first identified.
Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the
deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure. Under Rule 8.3(b) of the Takeover Code,
any person who is, or becomes, interested in one per cent. or more
of any class of relevant securities of the offeree company or of
any securities exchange offeror must make a Dealing Disclosure if
the person deals in any relevant securities of the offeree company
or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant dealing. If two or more persons act
together pursuant to an agreement or understanding, whether formal
or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror,
they will be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk , including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44 20
7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Information relating to TMT Acquisition Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by TMT Acquisition Shareholders, persons
with information rights and other relevant persons for the receipt
of communications from TMT Acquisition may be provided to
Belluscura during the Offer Period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c).
Overseas jurisdictions
The attention of TMT Acquisition Shareholders who are citizens
or residents of jurisdictions outside the UK is drawn to paragraph
2 of Part C of Appendix 1 of this announcement. Further details
(including guidance for US shareholders) will be set out in the
Offer Document.
Cautionary note regarding forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Offer, and other information published by TMT Acquisition and
Belluscura contain certain forward-looking statements, beliefs or
opinions with respect to the financial condition, results of
operations and business of TMT Acquisition and the Belluscura
Group. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current
facts.
Forward-looking statements may often, but not always, be
identified by the use of forward-looking terms such as "may",
"will", "expects", "believes", "hopes", "anticipates", "aims",
"plans", "estimates", "projects", "targets", "intends",
"forecasts", "outlook", "impact", "potential", "confidence",
"improve", "continue", "optimistic", "deliver", "comfortable",
"trend", "seeks" or variations of such words and phrases or
statements that certain actions, events or results "could",
"should", "would" or "might" be taken, occur or be achieved or the
negative of such terms or other variations on such terms or
comparable terminology.
Such statements are qualified in their entirety by the inherent
risks and uncertainties surrounding future expectations. These
statements are based on assumptions and assessments made by TMT
Acquisition and/or Belluscura, as the case may be, in light of
their experience and their perception of historical trends, current
conditions, future developments and other factors that they believe
appropriate. By their nature, forward-looking statements involve
risk and uncertainty, because they relate to events and depend on
circumstances that will occur in the future and the factors that
could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking
statements are unknown.
Although it is believed that the expectations reflected in such
forward-looking statements were reasonable at the time the
statements were made, no assurance is given by TMT Acquisition
and/or Belluscura that such expectations or the assumptions and
assessments underlying them will prove to have been correct and the
circumstances may change. You are, therefore, cautioned not to
place undue reliance on these forward-looking statements. Neither
TMT Acquisition nor Belluscura assumes any obligation, and TMT
Acquisition and Belluscura disclaim any intention or obligation, to
update or correct the information contained in this Announcement
(whether as a result of new information, future events or
otherwise), except as required by applicable law or regulation.
Save as specifically stated in this Announcement, any such
forward-looking statements have not been reviewed by the auditors
of TMT Acquisition or Belluscura or their respective financial
advisers. Such forward-looking statements involve known and unknown
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. There are many
factors which could cause actual results to differ materially from
those expressed or implied in forward-looking statements. Among the
factors that could cause actual results to differ materially from
those described in the forward-looking statements is the
satisfaction of any conditions to the Offer, as well as additional
factors such as changes in global, political, economic, business,
competitive, market and regulatory forces, future exchange and
interest rates, changes in tax rates and future business
combinations or dispositions. Such forward looking statements
should, therefore, be construed in the light of such factors.
Neither TMT Acquisition nor Belluscura, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this Announcement will actually occur.
No Profit Forecasts or Estimates
No statement in this Announcement (including any statement of
estimated synergies) is intended as a profit forecast or estimate
for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share or dividend
per share for Belluscura, TMT Acquisition or the Enlarged Group, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share or dividend per share for Belluscura, TMT
Acquisition or the Enlarged Group, as appropriate.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Rule 2.9
In accordance with Rule 2.9 of the Takeover Code, Belluscura
confirms that, as at the date of this Announcement, it has
137,532,567, ordinary shares of 1 penny each in issue with
International Securities Identification Number (ISIN) GB00BD3B8Z11.
Belluscura also has in issue GBP4,737,000 Convertible Loan Notes 17
February 2026 and GBP2,722,500 Convertible Loan Notes 17 February
2026 convertible into ordinary shares of 1 penny each at 50 pence
and 40 pence respectively. Belluscura does not hold any shares in
treasury.
In accordance with Rule 2.9 of the Takeover Code, TMT
Acquisition confirms that, as at the date of this Announcement, it
has 27,500,000 ordinary shares of 4 pence each in issue with
International Securities Identification Number (ISIN) GB00BN7DKC44.
TMT Acquisition does not hold any shares in treasury.
Publication on website
Pursuant to Rule 26.1 of the Code, a copy of this Announcement
and other documents in connection with the Offer will, subject to
certain restrictions, be available for inspection on Belluscura's
website at www.belluscura.com and by TMT Acquisition on its website
at www.tmtaquisition.com no later than 12 noon (London time) on the
business day following this Announcement. The contents of the
websites referred to in this Announcement are not incorporated
into, and do not form part of, this Announcement.
Requesting hard copy documents
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a copy of this Announcement and any information
incorporated into it by reference to another source in hard copy
form by writing to Tony Dyer at Belluscura plc, 15 Fetter Lane,
London, EC4A 1BW. A person may also request that all future
documents, announcements and information to be sent to that person
in relation to the Offer should be in hard copy form.
APPIX 1
CONDITIONS TO AND FURTHER TERMS OF THE OFFER
PART A - CONDITIONS TO THE OFFER
Acceptance Condition
1. The Offer is conditional upon valid acceptances of the Offer
having been received (and not validly withdrawn in accordance with
the rules and requirements of the Takeover Code and the terms of
the Offer) by no later than 1.00 p.m. on the Unconditional Date (or
such other times and/or dates as Belluscura may specify, subject to
the rules of the Takeover Code and where applicable with the
consent of the Panel) in respect of such number of TMT Acquisition
Shares which, when aggregated with the TMT Acquisition Shares held
by Belluscura at the date of the Offer and any TMT Acquisition
Shares acquired or agreed to be acquired by Belluscura on or after
such date, carry more than 75 per cent. (or, subject to the
Takeover Code, such lower percentage as Belluscura may decide) of
the voting rights then exercisable at a general meeting of TMT
Acquisition, provided that (a) the Condition in this paragraph will
not be satisfied unless Belluscura has acquired or agreed to
acquire (whether pursuant to the Offer or otherwise) TMT
Acquisition Shares carrying, in aggregate, over 50 per cent. of the
voting rights then normally exercisable at general meetings of TMT
Acquisition, including for this purpose (to the extent, if any,
required by the Takeover Code) any such voting rights attaching to
any TMT Acquisition Shares which may be unconditionally allotted or
issued before the Offer becomes or is declared unconditional as to
acceptances whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise and (b) unless the
Panel consents otherwise this Condition (the "Acceptance
Condition") shall only be capable of being satisfied when all other
Conditions set out in paragraph 2 below have been satisfied or
waived;
For the purposes of the Acceptance Condition:
(a) TMT Acquisition Shares which have been unconditionally
allotted but not issued before the Offer becomes or is declared
unconditional, whether pursuant to the exercise of any outstanding
subscription, option or conversion rights or otherwise, shall be
deemed to carry the voting rights they will carry upon issue;
(b) valid acceptances shall be deemed to have been received in
respect of TMT Acquisition Shares which are treated for the
purposes of Part 28 of the Companies Act 2006 as having been
acquired or contracted to be acquired by Belluscura, whether by
virtue of acceptance of the Offer or otherwise; and
(c) all percentages of voting rights and share capital are to be
calculated by reference to the percentage held and in issue
excluding any and all shares held in treasury by TMT Acquisition
from time to time.
Other conditions
2. Subject to the provisions of Part B of this Appendix 1 and
the requirements of the Panel in accordance with the Takeover Code,
the Offer is also conditional upon the satisfaction or, where
relevant, waiver of the following Conditions and, accordingly, the
Offer will not become or be declared unconditional unless the
following Conditions (as amended if appropriate) have been
satisfied or, where relevant, waived:
Admission of the New Belluscura Shares
2.1 the New Belluscura Shares being admitted to trading on AIM;
2.2 the waiver of a potential obligation for the Belluscura
Concert Party to make a mandatory offer for the whole of the issued
and to be issued share capital of Belluscura not already held by
the Belluscura Concert Party being approved by independent
Belluscura Shareholders in general meeting and with the consent of
the Takeover Panel;
Notifications, waiting periods and authorisations
2.3 all necessary notifications, filings and applications having
been made in connection with the Offer, all regulatory and
statutory obligations in any relevant jurisdiction reasonably
deemed necessary by Belluscura having been complied with in
connection with the Offer, all necessary waiting and other time
periods (including any extensions of such waiting and other time
periods) under any applicable legislation or regulations of any
relevant jurisdiction reasonably deemed necessary by Belluscura
having expired, lapsed or been terminated in each case in respect
of the Offer and all necessary authorisations having been obtained
in terms and in a form reasonably satisfactory to Belluscura from
appropriate third parties in connection with the Offer or the
proposed acquisition of any shares or other securities in, or
control or management of, TMT Acquisition by any member of the
Belluscura Group or the carrying on by TMT Acquisition of its
business and there being no notice or intimation of an intention to
revoke, suspend, restrict, modify or not to renew such
authorisations, in each case in any way that would be materially
adverse to TMT Acquisition;
Other third party clearances
2.4 no central bank, government or governmental,
quasi-governmental, supranational, statutory, regulatory,
environmental, administrative, fiscal or investigative body, court,
trade agency, association, institution, employee representative
body or any other equivalent or analogous body or person in any
jurisdiction (each a "Third Party") having given written notice of
a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each
case, not having withdrawn the same), or having enacted, made or
proposed to enact or make any statute, regulation, decision, order
or change to published practice (and in each case, not having
withdrawn the same) and there not continuing to be outstanding any
statute, regulation, decision or order, or having taken any other
steps which would, in each case, reasonably be expected to:
(a) require, prevent or materially delay the divestiture, or
materially alter the terms envisaged for any proposed divestiture
by any member of the Belluscura Group or by TMT Acquisition of all
or any part of their respective businesses, assets or properties or
impose any material limitation on the ability of any of them to
conduct their respective businesses (or any of them) or to own any
of their respective assets or properties or any part thereof,
which, in any such case, is material in the context of the
Belluscura Group or TMT Acquisition, in either case taken as a
whole;
(b) require, prevent or materially delay or materially alter the
terms envisaged for, any divestiture by any member of the
Belluscura Group of any shares, other securities or other interests
in TMT Acquisition;
(c) except pursuant to Chapter 3 of Part 28 of the Companies Act
2006 in the context of the Offer, require any member of the
Belluscura Group or of TMT Acquisition to acquire, or to offer to
acquire, any shares or other securities (or the equivalent) or
interest in TMT Acquisition;
(d) except as Disclosed, require TMT Acquisition to repay any
indebtedness owed by it (other than in implementation of the Offer
as agreed between Belluscura and TMT Acquisition);
(e) impose any limitation on, or result in any delay in, the
ability of any member of the Belluscura Group directly or
indirectly to acquire or to hold or to exercise effectively,
directly or indirectly, all or any rights of ownership in respect
of shares or loans or securities convertible into shares or any
other securities (or the equivalent) in TMT Acquisition or the
Belluscura Group or to exercise management control over any such
member;
(f) otherwise adversely affect the business, assets,
liabilities, trading position, value, profits, operational
performance, or prospects of any member of the Belluscura Group or
of TMT Acquisition in a manner which is material in the context of
TMT Acquisition or the Belluscura Group taken as a whole;
(g) make the Offer or implementation of the Offer by Belluscura
or any member of the Belluscura Group of any shares or other
securities in, or control of, TMT Acquisition void, voidable,
illegal, and/or unenforceable under the laws of any jurisdiction,
or otherwise, directly or indirectly, restrain, restrict, prohibit,
prevent, delay or otherwise interfere with the same, or impose
additional conditions or obligations with respect thereto, or
otherwise challenge or interfere or require material amendment to
the terms of the Offer or the proposed acquisition of any shares or
other securities in, or control or management of, TMT Acquisition
by any of the Belluscura Group;
(h) impose any limitation on, or result in any delay in, the
ability of any member of the Belluscura Group or TMT Acquisition to
conduct, integrate or co-ordinate its business, or any part of it,
with the businesses of any other members of the Belluscura Group
and/or TMT Acquisition in each case in a manner which is adverse to
and material in the context of the Belluscura Group or TMT
Acquisition in each case taken as a whole;
(i) require TMT Acquisition or any member of the Belluscura
Group to relinquish, terminate or amend in any way any material
contract to which TMT Acquisition or any member of the Belluscura
Group, as applicable, is a party, in each case in a manner which is
material in the context of TMT Acquisition; or
(j) result in TMT Acquisition ceasing to be able to carry on
business under any name under which it presently does so to an
extent which is material in the context of TMT Acquisition taken as
a whole, and all applicable waiting and other time periods
(including extensions thereof) during which any such Third Party
could institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference or take any other step
under the laws of any jurisdiction in respect of the Offer or
proposed Offer of any TMT Acquisition Shares or other securities
in, or control or management of, TMT Acquisition, Belluscura or
otherwise having expired, lapsed or been terminated;
2.5 all authorisations necessary or appropriate for TMT
Acquisition to carry on its business remaining in full force and
effect at the time at which the Offer becomes Effective or
otherwise wholly unconditional (where the absence of such would be
material and adverse in the context of TMT Acquisition) and no
intimation of any intention to revoke, suspend, materially restrict
or materially modify or not to renew any of the same having been
made;
2.6 no temporary restraining order, preliminary or permanent
injunction, preliminary or permanent enjoinment, or other order
issued and being in effect by a court or other Third Party which
has the effect of making the Offer or any proposed acquisition of
any shares or other securities in, or control or management of, TMT
Acquisition by any member of the Belluscura Group, or the
implementation of either of them, void, voidable, illegal and/ or
unenforceable under the laws of any relevant jurisdiction, or
otherwise directly or indirectly prohibiting, preventing,
restraining, restricting, delaying or otherwise interfering with
the completion or the approval of the Offer or any matter arising
from the proposed acquisition of any shares or other securities in,
or in control of, TMT Acquisition by any member of the Belluscura
Group;
Frustrating action
2.7 except with the consent or the agreement of Belluscura, no
resolution of TMT Acquisition Shareholders in relation to any offer
or disposal of assets or shares (or the equivalent thereof) in any
undertaking or undertakings (or in relation to any merger,
demerger, consolidation, reconstruction, amalgamation or scheme)
being passed at a meeting of TMT Acquisition Shareholders other
than in relation to the Offer and, other than with the consent or
the agreement of Belluscura, TMT Acquisition not having taken (or
agreed or proposed to take) any action that requires, or would
require, the consent of the Panel or the approval of TMT
Acquisition Shareholders in accordance with, or as contemplated by,
Rule 21.1 of the Takeover Code;
Certain matters arising as a result of any arrangement or
agreement
2.8 except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, permit or other instrument
to which TMT Acquisition is a party or by or to which TMT
Acquisition or any of its assets is or may be bound, entitled or
subject, or any event or circumstance which, as a consequence of
the Offer or any proposed offer by any member of the Belluscura
Group for any shares or other securities (or the equivalent) in TMT
Acquisition or because of a change in the control or management of
TMT Acquisition or otherwise, would or might reasonably be expected
to result in (in each case to an extent or in a manner which is
material and adverse in the context of TMT Acquisition or the
Belluscura Group, in either case taken as a whole, or in the
context of the Offer):
(a) any moneys borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or any grant available to
TMT Acquisition, being or becoming repayable or capable of being
declared repayable immediately or earlier than their or its stated
maturity date or repayment date or the ability of any such member
to borrow moneys or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
(b) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of
TMT Acquisition thereunder being, or becoming capable of being,
terminated or adversely modified or adversely affected or any
onerous obligation or liability arising or any adverse action being
taken or arising thereunder;
(c) any asset owned or used by, or interests in, TMT Acquisition
being disposed of or charged or ceasing to be available to TMT
Acquisition or any right arising under which any such asset or
interest could be required to be disposed of or charged or cease to
be available to TMT Acquisition otherwise than in the ordinary and
normal course of business;
(d) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property, assets or interest of TMT Acquisition or any such
mortgage, charge or other security (whenever created, arising or
having arisen) becoming enforceable;
(e) the rights, liabilities, obligations, interests or business
of TMT Acquisition under any such arrangement, agreement, licence,
permit, lease or instrument or the interests or business of TMT
Acquisition in or with any other person or body or firm or company
(or any arrangement relating to any such interests or business)
being or becoming capable of being terminated, or adversely
modified or affected or any onerous obligation or liability arising
or any adverse action being taken thereunder;
(f) the value of TMT Acquisition or its business, assets, value,
financial or trading position, profits, operational performance or
prospects being prejudiced or adversely affected;
(g) the creation or acceleration of any liability, actual or
contingent, by TMT Acquisition (including any tax liability or any
obligation to obtain or acquire any authorisation, notice, waiver,
concession, agreement or exemption from any Third Party or any
person which would be material in the context of TMT
Acquisition);
(h) any liability of TMT Acquisition to make any severance,
termination, bonus or other payment to any of its directors or
other officers; or
(i) any requirement on TMT Acquisition to acquire, subscribe,
pay up or repay any shares or other securities in another corporate
entity,
and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit or other instrument to
which TMT Acquisition is a party or by or to which TMT Acquisition
or any of its assets may be bound, entitled or subject, would or is
reasonably likely to result in any of the events or circumstances
as are referred to in sub-paragraphs (a) to (i) of this Condition
to an extent which is or which would be material and adverse in the
context of TMT Acquisition;
Certain events occurring since 31 March 2023
2.9 except as Disclosed, TMT Acquisition having not, since 31 March 2023:
(a) issued, agreed to issue, authorised or proposed the issue of
additional shares of any class or agreed to transfer or sell or
authorised or proposed the transfer or sale of TMT Acquisition
Shares out of treasury;
(b) issued or agreed to issue, authorised or proposed the issue
of securities convertible into shares of any class or rights,
warrants or options to subscribe for, or acquire, any such shares
or convertible securities;
(c) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution whether payable in cash or otherwise;
(d) other than pursuant to the Offer or transactions in the
ordinary and normal course of business, merged or demerged with any
body corporate, partnership or business or acquired or disposed of
or transferred, mortgaged or charged or created any security
interest over any assets or any right, title or interest in any
asset (including shares and trade investments) or authorised or
proposed or announced any intention to propose any merger,
demerger, offer or disposal, transfer, mortgage, charge or security
interest, in any such case to an extent which is material in the
context of TMT Acquisition;
(e) made or authorised or proposed or announced an intention to
propose any change in its loan capital, in each case to the extent
to which is material in the context of TMT Acquisition;
(f) save for transactions in the ordinary and normal course of
business, issued, authorised or proposed the issue of any
debentures, incurred or increased any indebtedness or become
subject to any guarantee or actual or contingent liability;
(g) disposed of, or transferred, mortgaged or created any
security interest over any material asset or any right, title or
interest in any material asset or authorised, proposed or announced
any intention to do so;
(h) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, save in respect to the matters mentioned in
sub-paragraphs (a) or (b) above, made any other change to any part
of its share capital;
(i) implemented, or authorised, proposed or announced its
intention to implement, any joint venture, asset or profit sharing
arrangement, partnership, composition, assignment, reconstruction,
merger, demerger, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of
business or in respect of the Offer;
(j) entered into, varied, authorised or proposed entry into or
variation of the terms of, or made any offer (which remains open
for acceptance) to enter into or vary the terms of any contract,
commitment, arrangement or service agreement with any director of
TMT Acquisition;
(k) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, transaction,
arrangement or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, onerous or
unusual nature or magnitude or which is or could reasonably be
expected to be materially restrictive on the businesses of TMT
Acquisition or any member of the Belluscura Group;
(l) taken or proposed any steps, corporate action or had any
legal proceedings instituted or threatened against it for its
winding-up (voluntary or otherwise), dissolution or reorganisation
or in relation to payments, a moratorium of any indebtedness, or
for the appointment of a receiver, administrator, manager,
administrative receiver, trustee or similar officer of all or any
part of its assets or revenues or any analogous or equivalent steps
or proceedings in any jurisdiction or appointed any analogous
person in any jurisdiction or had any such person appointed, and in
each such case, to the extent which is material in the context of
TMT Acquisition;
(m) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(n) waived, compromised or settled any claim otherwise than in
the ordinary course of business and, in any case, which is material
in the context of TMT Acquisition;
(o) except in relation to changes made or agreed as a result of
being required as a result of changes to legislation, having made
or agreed or consented to any material change to:
(i) the terms of the trust deeds, rules, policy or other
governing documents constituting the pension schemes or other
retirement or death benefit arrangement established by TMT
Acquisition for its directors, former directors, employees, former
employees or each of their respective dependents;
(ii) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable
thereunder;
(iii) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(iv) the basis upon which the liabilities (including pensions)
of such pension schemes are funded, valued or made;
(p) made any material alteration to its constitutional documents
(other than an alteration required in connection with the
Offer);
(q) except in the ordinary and normal course of business,
terminated or varied the terms of any agreement or arrangement
between TMT Acquisition and any other person in a manner which
would or is reasonably likely to have a material adverse effect on
the financial position of TMT Acquisition; or
(r) otherwise than in the ordinary course of business, entered
into any contract, commitment, arrangement or agreement, or passed
any resolution or made any offer (which remains open for
acceptance) with respect to, or announced any intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this Condition;
No adverse change, litigation, regulatory enquiry or similar
2.10 except as Disclosed, since 31 March 2023:
(a) no adverse change and no circumstance having arisen which
would or might reasonably be expected to result in any adverse
change or deterioration in the business, assets, value,
liabilities, financial or trading position, operational performance
or profits or prospects of any member of TMT Acquisition which is
material in the context of TMT Acquisition;
(b) no litigation, arbitration proceedings, prosecution or other
legal proceedings including, without limitation, with regard to
intellectual property rights used or owned by TMT Acquisition
having been threatened, announced or instituted by or against or
remaining outstanding against TMT Acquisition or to which TMT
Acquisition is or may become a party (whether as a claimant,
defendant or otherwise) which is material in the context of TMT
Acquisition;
(c) no enquiry, review, investigation or enforcement proceedings
by, or complaint or reference to, any Third Party against or in
respect of TMT Acquisition having been instituted, announced,
implemented or threatened by or against or remaining outstanding
against or in respect of TMT Acquisition, which, in each case might
reasonably be expected to have an adverse effect on such member to
an extent which is material, in the context of TMT Acquisition;
(d) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation,
termination or modification of any licence or permit held by TMT
Acquisition which is necessary for the proper carrying on of its
business and the withdrawal, cancellation, termination or
modification of which would have, or would reasonably be expected
to have a material and adverse effect on TMT Acquisition;
(e) no contingent or other liability having arisen, increased or
become apparent to TMT Acquisition (other than in the ordinary
course of business) which is reasonably likely to affect adversely
the business, assets, financial or trading position or profits or
prospects or operational performance of TMT Acquisition, in each
case, to an extent which is material in the context of TMT
Acquisition or material in the context of the Offer; and
(f) TMT Acquisition having conducted its business in breach of
any applicable laws and regulations and which is material in the
context of TMT Acquisition or material in the context of the
Offer;
No discovery of certain matters
2.11 except as Disclosed, Belluscura not having discovered:
(a) that any financial, business or other information concerning
TMT Acquisition as contained in the information disclosed at the
time by or on behalf of TMT Acquisition publicly and delivered by
or on behalf of TMT Acquisition through a RIS or other public
announcement prior to the date of this document is misleading,
contains a material misrepresentation of fact or omits to state a
fact necessary to make that information not misleading;
(b) that TMT Acquisition is subject to any liability (contingent
or otherwise) and which is material to TMT Acquisition; and/or
(c) any information which affects the import of any information
disclosed at any time prior to this document by or on behalf of TMT
Acquisition and which is material to TMT Acquisition;
Anti-bribery, anti-corruption, proceeds of crime and
sanctions
2.12 except as Disclosed, Belluscura not having discovered that:
(a) TMT Acquisition or any person that performs or has performed
services for or on behalf of TMT Acquisition is or has at any time
engaged in any activity, practice or conduct (or omitted to take
any action) in contravention of the UK Bribery Act 2010 or any
other applicable anti-corruption legislation;
(b) TMT Acquisition has engaged in any activity or business
with, or made any investments in, or made any payments to any
government, entity or individual covered by any of the economic
sanctions administered by the United Nations, the European Union
and/or the United Kingdom (or any of their respective member states
(as applicable)) or any other governmental or supranational body or
authority in any jurisdiction; and/or
(c) any asset of any member of TMT Acquisition constitutes
criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of the
definition).
PART B - WAIVER AND INVOCATION OF THE CONDITIONS
Belluscura reserves the right to waive, in whole or in part, all
or any of the Conditions, except for the Acceptance Condition,
which cannot be waived. The Offer is subject to the satisfaction
(or waiver, if permitted) of the Conditions and to the further
terms set out in this document.
The Offer shall lapse unless all of the Conditions have been
fulfilled or, where permitted, waived or, where appropriate, have
been determined by Belluscura to be or remain satisfied, by
midnight on the earlier of the Unconditional Date and the Long Stop
Date (subject to the rules of the Takeover Code and where
applicable the consent of the Panel).
Belluscura shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as
satisfied any of Conditions 1 and 2 by a date earlier than the
latest date specified above for the fulfilment of the relevant
Condition, notwithstanding that the other Conditions to the Offer
may at such earlier date have been waived or fulfilled and that
there are at such earlier date no circumstances indicating that any
such Condition(s) may not be capable of fulfilment.
Under Rule 13.5(a) of the Takeover Code, Belluscura may not
invoke a Condition to the Offer so as to cause the Offer not to
proceed, to lapse or to be withdrawn without the consent of the
Panel. The Panel will normally only give its consent if the
circumstances which give rise to the right to invoke the Condition
are of material significance to Belluscura in the context of the
Offer.
The Acceptance Condition, (Condition 1) and Admission of the New
Belluscura Shares (Condition 2.1) are not subject to Rule 13.5(a)
of the Takeover Code. All other Conditions are subject to Rule
13.5(a) of the Takeover Code and any Condition that is subject to
Rule 13.5(a) may be waived by Belluscura.
If Belluscura is required by the Panel to make an offer or
offers for TMT Acquisition Shares under the provisions of Rule 9 of
the Takeover Code, Belluscura may make such alterations to the
Conditions as are necessary to comply with the provisions of that
Rule.
Save as may otherwise be required by the Panel, the Offer will
not proceed, will lapse or will be withdrawn if on the Long Stop
Date:
(a) sufficient acceptances have not been received so as to
enable the Acceptance Condition to be satisfied; or
(b) where sufficient acceptances have been received so as to
enable the Acceptance Condition to be satisfied, but one or more of
the Conditions relating to an official authorisation or regulatory
clearance has not been satisfied or waived and the Panel consents
to the Offer not proceeding, lapsing or being withdrawn. As noted
above, such consent will only be given if the Condition relating to
such official authorisation or regulatory clearance is of material
significance to Belluscura in the context of the Offer.
Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition.
PART C - FURTHER TERMS OF THE OFFER
1. General
(a) It is intended that the Offer will be implemented by way of
a takeover offer within the meaning of the Companies Act 2006.
However, Belluscura reserves the right to elect, with the consent
of the Panel (where necessary), to implement the Offer by way of a
Court sanctioned scheme of arrangement in accordance with Part 26
of the Companies Act 2006 ("Scheme"). If the Offer is implemented
by way of a Scheme, such Scheme will be implemented on the same
terms, so far as applicable, as those that would apply to the Offer
subject to appropriate amendments to reflect the change in method
of effecting the Offer, including (without limitation and subject
to the consent of the Panel) such amendments as may be required by
law or regulation. In particular: the Long Stop Date may cease to
apply (and Belluscura may, in accordance with the Code, specify a
new long stop date by which the Scheme must become effective and
specific dates by which by which the shareholder meetings and Court
hearing to sanction the Scheme must be held); and the Acceptance
Condition would not apply and instead the Scheme would become
effective and binding following:
(i) its approval by a majority in number representing 75 per
cent. or more in value of the relevant TMT Acquisition Shareholders
(or the relevant class or classes thereof, if applicable) present
and voting, either in person or by proxy, at the applicable court
meeting and at any separate class meeting which may be required by
the Court or at any adjournment of any such meeting;
(ii) all resolutions necessary to approve and implement the
Scheme being duly passed by the requisite majority or majorities at
a TMT Acquisition general meeting or at any adjournment of that
meeting; and
(iii) the sanction of the Scheme by the Court with or without
modification (but subject to any such modification being acceptable
to Belluscura) and the delivery of a copy of the applicable Scheme
order within two Business Days thereafter to the Registrar of
Companies in England and Wales.
(b) In addition, if the Offer is implemented by way of the
Scheme, the Scheme will be conditional upon the Conditions (other
than the Acceptance Condition) and, accordingly, the necessary
actions to make the Scheme effective will not be taken unless such
Conditions have either been waived (if permitted) or fulfilled.
(c) TMT Acquisition Shares will be acquired by Belluscura fully
paid and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and any other rights and
interests of any nature whatsoever and together with all rights now
and hereafter attaching thereto, including without limitation
voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid,
or any other return of capital (whether by way of reduction of
share capital or share premium account or otherwise) made or paid,
on or after the Offer becomes or is declared wholly
unconditional.
(d) If any dividend or other distribution or return of value is
proposed, declared, made, paid or becomes payable by TMT
Acquisition in respect of a TMT Acquisition Share on or after the
Offer becomes or is declared wholly unconditional, Belluscura will
have the right (without prejudice to any right of Belluscura to
invoke condition 2.9(c) in Part A of this Appendix 1) to reduce the
value of the consideration payable for each TMT Acquisition Share
by up to the amount per TMT Acquisition Share of such dividend,
distribution or return of value except where the TMT Acquisition
Share is or will be acquired pursuant to the Offer on a basis which
entitles Belluscura to receive the dividend, distribution or return
of value and to retain it. If any such dividend, distribution or
return of value is paid or made to TMT Acquisition Shareholders on
or after the Offer becomes or is declared wholly unconditional and
Belluscura exercises its rights described above, any reference in
this Announcement to the consideration payable under the Offer
shall be deemed to be a reference to the consideration as so
reduced. Any exercise by Belluscura of its rights referred to in
this paragraph shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any
revision or variation of the terms of the Offer. In the event that
Belluscura exercises its right to reduce the value of the
consideration payable under the Offer by all or any part of the
amount of any dividend or other distribution or return of value
that has not been paid to TMT Acquisition Shareholders, TMT
Acquisition Shareholders will be entitled to receive and retain
that dividend or other distribution or return of value.
(e) Any reference in this Appendix 1 to any law or regulation of
any jurisdiction includes: (i) any subordinate legislation or
regulation made under it; (ii) any law or regulation which it has
amended, supplemented or replaced; and (iii) any law or regulation
amending, supplementing or replacing it (whether before or after
the date of this Announcement).
(f) The Offer is subject to applicable requirements of the
London Stock Exchange and the Code. In the event of any conflict or
inconsistency between the terms and conditions of the Offer and the
Code, the provisions of the Code shall prevail, and Belluscura
reserves the right to (and shall if required by the Panel) make
such alterations, additions or modifications to the terms and
conditions of the Offer so that any such conflict or inconsistency
is removed.
2. Overseas Shareholders
(a) The making of the Offer in, or to persons resident in, or to
nationals or citizens of, jurisdictions outside the United Kingdom
or to nominees of, or custodians or trustees for, citizens or
nationals of other countries (Overseas Shareholders) may be
prohibited or affected by the laws of the relevant jurisdictions.
Such Overseas Shareholders should inform themselves about and
observe any applicable legal requirements. No person receiving a
copy of this Announcement, the Offer Document and/or a Form of
Acceptance in any jurisdiction other than the UK may treat the same
as constituting an invitation or offer to them, nor should they in
any event use such Form of Acceptance if, in the relevant
jurisdiction, such invitation or offer cannot lawfully be made to
them or such Form of Acceptance cannot lawfully be used without
contravention of any relevant or other legal requirements. In such
circumstances, this Announcement, the Offer Document and/or Form of
Acceptance are sent for information only. It is the responsibility
of such Overseas Shareholder receiving a copy of this Announcement,
the Offer Document and/or Form of Acceptance and wishing to accept
the Offer to satisfy themselves as to the full observance of the
laws and regulatory requirements of the relevant jurisdiction in
connection with the Offer, including obtaining any governmental,
exchange control or other consents which may be required, or
compliance with other necessary formalities needing to be observed
and payment of any issue, transfer or other taxes or duties due in
such jurisdiction. Any such Overseas Shareholder will be
responsible for any such issue, transfer or other taxes or other
payments by whomsoever payable and Belluscura and Dowgate Capital
(and any person acting on behalf of either of them) shall be fully
indemnified and held harmless by such Overseas Shareholder for any
such issue, transfer or other taxes or duties as Belluscura or
Dowgate Capital (and any person acting on behalf of either of them)
may be required to pay.
If you are an Overseas Shareholder and you are in doubt about
your position, you should consult your independent professional
adviser in the relevant jurisdiction.
(b) In particular, the Offer will not be made, directly or
indirectly, in or into, and is not capable of acceptance in or from
a Restricted Jurisdiction. Accordingly, copies of this
Announcement, the Offer Document will not be, and must not be,
mailed or otherwise forwarded, distributed or sent in or into or
from a Restricted Jurisdiction.
Persons receiving such documents (including without limitation,
custodians, trustees and nominees) must not mail or otherwise
forward, distribute or send them, directly or indirectly, in, into
or from a Restricted Jurisdiction or use Restricted Jurisdiction
mails or any such means or instrumentality or facility for any
purpose, directly or indirectly, in connection with the Offer.
Doing so may invalidate any purported acceptance of the Offer.
APPIX 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement:
1. Unless otherwise stated:
a. financial information relating to the Belluscura Group has
been extracted or derived (without any adjustment) from the audited
annual report and accounts of the Belluscura Group for the
financial year ended 31 December 2022 and its unaudited half year
results for the six months ended 30 June 2023; and
b. financial information relating to the TMT Acquisition Group
has been extracted or derived (without any adjustment) from the
audited annual report and accounts of the TMT Acquisition Group for
the financial year ended 31 March 2023.
2. The value of each TMT Acquisition Share is calculated:
a. by reference to the price of 28.0 pence per Belluscura Share,
being the Closing Price on 30 October 2023, being the Latest
Practicable Date; and
b. the Exchange Ratio of 3 New Shares in exchange for each 4 TMT Acquisition Shares; and
c. on the basis of the fully diluted share capital of TMT
Acquisition referred to in paragraph 4 below.
3. As at the close of business on 30 October 2023, being the
Latest Practicable Date, TMT Acquisition had in issue 27,500,000
TMT Acquisition Shares and Belluscura had in issue 137,532,567
Belluscura Shares.
4. Unless otherwise stated, all prices and closing prices for
TMT Acquisition Shares and Belluscura Shares are closing middle
market quotations derived from the Daily Official List on that
day.
APPIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT
PART A - Director irrevocable undertakings
The TMT Acquisition Directors have each given an irrevocable
undertaking in respect of their own beneficial holding of TMT
Acquisition Shares to accept the Offer as set out below:
Name of TMT Acquisition Number of TMT Acquisition Percentage of TMT
Director Shares Acquisition issued
share capital
Harry Hyman 1,265,000 4.60%
-------------------------- --------------------
Jonathan Satchell 1,290,000 4.69%
-------------------------- --------------------
James Serjeant 867,760 3.15%
-------------------------- --------------------
PART B - Non-Director shareholder irrevocable undertaking(s)
The following TMT Acquisition Shareholders have each given an
irrevocable undertaking in respect of the beneficial holding of TMT
Acquisition Shares to accept the Offer as set out below:
Name of TMT Acquisition Number of TMT Acquisition Percentage of TMT
Shareholder Shares Acquisition issued
share capital
Gresham House Asset
Management 4,602,036 16.73%
-------------------------- --------------------
Euroblue Investments 2,700,000 9.82%
-------------------------- --------------------
Oberon Investments 780,000 2.84%
-------------------------- --------------------
Dowgate Wealth 2,503,382 9.10%
-------------------------- --------------------
Dowgate Group 625,000 2.27%
-------------------------- --------------------
PART C - Letter of Intent
The following TMT Acquisition Shareholder has signalled their
intent to accept or procure acceptance of the Offer in respect of
the beneficial holding of TMT Acquisition Shares as set out
below:
Name of TMT Acquisition Number of TMT Acquisition Percentage of TMT
Shareholder Shares Acquisition issued
share capital
Canaccord Genuity
Asset Management 2,250,000 8.18%
-------------------------- --------------------
Notes:
1. The TMT Acquisition Shares referred to in the tables set out
at Part A and Part B of this Appendix 3 above are either held by
such TMT Acquisition Director/Shareholder directly or held via a
nominee. In each case, such TMT Acquisition Director/Shareholder
has undertaken to accept itself, or to direct (and to use all
reasonable endeavours to procure) that the relevant nominee to
accept, the Offer.
2. The percentages in the table above have been rounded up to one decimal place.
3. The undertakings detailed in this Appendix 3 cease to be binding only if:
a. Belluscura announces that it does not intend to proceed with
the Offer and no new, revised or replacement scheme or offer is
announced in accordance with Rule 2.7 of the Takeover Code at the
same time;
b. the Offer Document is not published within 28 days of this
Announcement being released (or such later date as agreed with the
Panel but in any event not being longer than six weeks);
c. the Offer lapses or is withdrawn; or
d. the Offer has not become wholly unconditional by 11.59 p.m. on the Long-Stop Date.
4. The undertakings detailed in Part A of this Appendix 3 will
remain binding in the event of a competing offer.
5. The undertakings detailed in Part B of this Appendix 3 will
remain binding in the event of a competing offer being made unless
the value of such competing offer is an improvement of more than 10
per cent. of the value of the consideration under the Offer and is
not matched or bettered by Belluscura (where such competing offer
has been announced as a firm intention to make an offer in
accordance with Rule 2.7 of the Code) or if the Offer Document is
not published within 28 days of the date of this announcement or
the Offer lapses or is otherwise withdrawn.
6. The letter of intent in Part C of this Appendix does not
impose any legally binding obligation on the relevant TMT
Acquisition Shareholder to accept the Offer and/or otherwise affect
their ability to deal in their TMT Acquisition Shares prior to the
completion of the Offer.
APPIX 4
DEFINITIONS
1.1 The following de nitions apply throughout this Announcement
u nless the context requires otherwise:
Acceleration Statement a statement in which Belluscura, in accordance
with Rule 31.5 of the Code, brings forward
the latest date by which all of the Conditions
to the Offer must be satis ed or waived
Acceptance Condition the Condition as to acceptances set out
in paragraph 1(a) of Part A of Appendix
1 to this Announcement
acting in concert has the meaning ascribed to it in the Code
Admission the admission of the New Belluscura Shares
to trading on AIM;
AIM the market of that name operated by the
London Stock Exchange
AIM Rules the AIM Rules for Companies published by
the London Stock Exchange (as amended from
time to time)
Announcement Date 31 October 2023
Authorisations regulatory authorisations, orders, recognitions,
grants, consents, clearances, con rmations,
certi cates, licences, permissions or approvals
Belluscura Belluscura plc (incorporated in England
and Wales under registered number 09910883
with its registered of ce at 15 Fetter Lane,
London, EC4A 1BW)
Belluscura Board the board of directors of Belluscura
Belluscura Concert those parties who are named in paragraph
Party 13 of this announcement and any other party
who is deemed by the Panel to be acting
in concert for the purposes of the Code
Belluscura Group Belluscura and its subsidiaries and subsidiary
undertakings (as defined in the Companies
Act 2006)
Belluscura Shares existing ordinary shares of 1 penny each
of Belluscura
Belluscura Shareholders holders of Belluscura shares from time to
time
Board as the context requires, the board of directors
of TMT Acquisition or the board of directors
of Belluscura
Business Day any day (other than a Saturday, Sunday or
public holiday) during which banks in London
are open for business
Closing Price unless otherwise stated, the closing middle
market quotation derived from the Daily
Of cial List
Code or Takeover the City Code on Takeovers and Mergers issued
Code from time to time by the Panel
Companies Act 2006 the Companies Act 2006, as amended, modi
ed, consolidated, re-enacted or replaced
from time to time
Conditions the conditions to the Offer which are set
out in Part A of Appendix 1 to this Announcement
connected persons has the meaning given to it in sections
252 to 255 of the Companies Act 2006
Court the High Court of Justice in England and
Wales
CREST the relevant system (as de ned in the Regulations)
in respect of which Euroclear is the Operator
(as de ned in the Regulations) for the paperless
settlement of trades in securities and the
holding of uncerti cated securities
CREST Manual the CREST Manual published by Euroclear
as amended from time to time
CREST member a person who is, in relation to CREST, a
system member (as de ned in the Regulations)
CREST participant a person who is, in relation to CREST, a
system participant (as de ned in the Regulations)
CREST sponsor a person who is, in relation to CREST, a
sponsoring system- participant (as de ned
in the Regulations)
CREST sponsored a CREST member admitted to CREST as a sponsored
member member
Daily Of cial List the daily of cial list of the London Stock
Exchange
Day 60 the 60th day following the publication of
the Offer Document or such other date as
may otherwise be set as being such day of
the timetable of the Offer in accordance
with the Code
Dealing Disclosure has the meaning given to it in Rule 8 of
the Code
Disclosed the information fairly disclosed by, or
on behalf of TMT Acquisition:
(i) in its published annual report and accounts
for the nancial year ended 31 March 2022;
(ii) in its published annual report and
accounts for the nancial year ended 31 March
2023;
(iii) in the documents in the online data
room made available to Belluscura and its
advisers in relation to the Offer;
(iv) in any other public announcement made
by TMT Acquisition in accordance with the
Market Abuse Regulation, Listing Rules and/or
the Disclosure Guidance and Transparency
Rules before the Announcement Date; and/or
(v) as disclosed in writing before the Announcement
Date by or on behalf of TMT Acquisition
to Belluscura (or its respective of cers,
employees, agents or advisers in their capacity
as such)
Disclosure Guidance Disclosure Guidance and Transparency Rules
and Transparency sourcebook issued by the FCA
Rules
Dowgate Capital Dowgate Capital Limited, financial adviser
and broker to Belluscura in connection with
the Offer
Effective the Offer having been declared or become
unconditional in all respects in accordance
with the requirements of the Code
Effective Date means:
(i) the Unconditional Date; or
(ii) if Belluscura elects to implement the
Offer by way of a Scheme, the date on which
the Scheme becomes effective in accordance
with its terms
Electronic Acceptance the inputting and setting of a TTE instruction
which constitutes or is deemed to constitute
an acceptance of the Offer on the terms
set out in the Offer Document
Enlarged Group the combined businesses of TMT Acquisition
and the Belluscura Group following the completion
of the Offer
Enlarged Share up to 158,157,567 Belluscura Shares, being
Capital the issued share capital of Belluscura upon
the Offer becoming wholly unconditional
and the Offer being accepted in respect
of all the issued and to be issued TMT Acquisition
Shares
ESA Instruction an Escrow Account Adjustment Input ("AESN")
transaction type "ESA" (as de ned in the
CREST Manual)
Escrow Agent the Receiving Agent, Link Group in its capacity
as escrow agent (as described in the CREST
Manual)
Euroclear Euroclear UK & Ireland Limited
Exchange Ratio 3 New Belluscura Shares in exchange for
every 4 TMT Acquisition Shares
FCA the UK Financial Conduct Authority, or its
successor from time to time
Form of Acceptance the form of acceptance and authority relating
to the Offer to be despatched to TMT Acquisition
Shareholders with shares in certi cated
form with the Offer Document
Fundraising together the issue of approximately GBP2.72
million 10% Unsecured Convertible Loan Notes
2026 and approximately GBP0.60 million new
ordinary shares of 1 penny each, raising
approximately GBP3.32 million
Guild Financial Guild Financial Advisory Limited, nancial
Advisory adviser to TMT Acquisition under Rule 3
of the Code
Independent TMT Paul Tuson
Acquisition Director
Latest Practicable 30 October 2023, being the latest practicable
Date date prior to the publication of this Announcement
Link Group or Receiving Link Market Services Limited, Belluscura's
Agent registrars and the receiving agents for
the purposes of the Offer
London Stock Exchange London Stock Exchange Group plc
Long Stop Date 11.59 p.m. on the 60th day after publication
of the Offer Document or such other date
(if any) as Belluscura may, with the consent
of TMT Acquisition or with the consent of
the Panel, specify
Main Market the London Stock Exchange's main market
for listed securities
Market Abuse Regulation the UK version of Regulation (EU) No 596/2014
which forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018
member account the identi cation code or number attached
ID to any member account in CREST
New Belluscura up to 20,625,000 new ordinary shares of
Shares 1 penny each of Belluscura to be issued
in connection with the Offer
Offer the recommended all share offer being made
by Belluscura to acquire all of the issued
and to be issued TMT Acquisition Shares
on the terms and subject to the conditions
to be set out in Offer Document and, in
the case of TMT Acquisition Shares held
in certi cated form, in the Form of Acceptance,
including where the context so permits or
requires, any subsequent revision, variation,
extension or renewal of such offer
Offer Document the document to be sent or made available
to TMT Acquisition Shareholders and persons
with information rights containing, among
other things, the full terms and conditions
of the Offer
Offer Period the offer period (as de ned by the Code)
relating to TMT Acquisition, which commenced
on the date of this Announcement and will
end on the earlier of the Effective Date
or the date on which the Offer lapses or
is withdrawn
Offer Value 3 New Belluscura Shares in exchange for
every 4 TMT Acquisition Share
Opening Position has the meaning given to it in Rule 8 of
Disclosure the Code
Overseas Shareholders TMT Acquisition Shareholders (or nominees,
or custodians or trustees of TMT Acquisition
Shareholders) who are resident in, or nationals
or citizens of, jurisdictions outside the
UK or who are citizens or residents of countries
other than the UK
Panel the Panel on Takeovers and Mergers
participant ID the identi cation code or membership number
used in CREST to identify a particular CREST
member or other CREST participant
Proposed Belluscura Jonathan Satchell and Paul Tuson
Directors
Regulations the Uncerti cated Securities Regulations
2001 (SI 2001 No. 3755) (as amended)
Regulatory Information a primary information provider which has
Service or RIS been approved by the FCA to disseminate
regulated information
Restricted Jurisdiction any jurisdiction where the relevant action
would constitute a violation of the relevant
laws and regulations of such jurisdiction
or would result in a requirement to comply
with any governmental or other consent or
any registration, ling or other formality
which Belluscura or TMT Acquisition regards
as unduly onerous
Restricted Persons holders of TMT Acquisition Shares in a Restricted
Jurisdiction
Scheme should the Offer be implemented by way of
a scheme of arrangement under Part 26 of
the Companies Act 2006, such scheme of arrangement
between TMT Acquisition and the TMT Acquisition
Shareholders to implement the Offer with
or subject to any modi cation, addition
or condition approved or imposed by the
Court
SPARK Advisory SPARK Advisory Partners Limited, nominated
Partners adviser to Belluscura
TMT Acquisition TMT Acquisition plc (incorporated in England
and Wales under registered number 13292061
with its registered of ce at 15 Fetter Lane,
London EC4A 1BW)
TMT Acquisition the board of directors of TMT Acquisition
Board
TMT Acquisition the directors of TMT Acquisition at the
Directors date of this Announcement
TMT Acquisition the existing unconditionally allotted or
Share(s) issued and fully paid ordinary shares of
4 (four) pence each in the capital of TMT
Acquisition and any further such ordinary
shares which are unconditionally allotted
or issued while the Offer remains open for
acceptance or, subject to the provisions
of the Code, by such earlier date as Belluscura
may determine
TMT Acquisition holders of TMT Acquisition Shares from time
Shareholders to time
TFE instruction a Transfer from Escrow instruction given
by a holder of uncerti cated TMT Acquisition
Shares through CREST (as described in the
CREST Manual)
TTE instruction a Transfer to Escrow instruction given by
a holder of uncerti cated TMT Acquisition
Shares through CREST (as described in the
CREST Manual)
UK or United Kingdom the United Kingdom of Great Britain and
Northern Ireland
uncerti cated or recorded on the relevant register as being
in uncerti cated held in uncerti cated form in CREST and
form title to which may be transferred by means
of CREST
Unconditional Date Day 60, or such earlier date as Belluscura
may specify in any Acceleration Statement
unless, where permitted, it has set aside
that statement
US the United States of America
US Shareholder a TMT Acquisition Shareholder whose acceptance
of the Offer will be subject to the US Securities
Act
US Securities Act the United States Securities Act of 1933,
as amended, and the rules and regulations
promulgated thereunder
1.2 An exchange rate of GBP1.00 : $1.21 has been used throughout this Announcement.
1.3 In this Announcement, unless the contrary is otherwise indicated:
a) "subsidiary", "subsidiary undertaking" and "undertaking" have
the meanings given by the Companies Act 2006;
b) all times referred to are London, UK, time unless otherwise stated;
c) references to the singular include the plural and vice versa
and words importing the masculine gender include the feminine or
neutral;
d) all references to legislation are to English legislation; and
e) any reference to a provision of any legislation shall include
any amendment, modi cation, re-enactment or extension.
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OUPQFLFXXBLZFBV
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